Item 1.01 Entry into a Material Definitive Agreement
On
The transactions contemplated by the Business Combination Agreement, including
the Merger (as defined below), and the other transactions contemplated by the
other transaction documents contemplated by the Business Combination Agreement
(collectively, the "Transactions") will constitute a "Business Combination" as
contemplated by the Company's Amended and Restated Certificate of Incorporation.
The Business Combination and the transactions contemplated thereby were
unanimously approved by the board of directors of the Company on
The Business Combination Agreement
Pre-Closing Reorganization
In connection with the Merger, prior to the closing of the Transactions (the
"Closing"), Parent will, and will cause ListCo, Polestar Singapore, Polestar
Sweden and their respective subsidiaries to, complete a reorganization, pursuant
to which, among other things, Polestar Singapore, Polestar Sweden and their
respective subsidiaries will become, directly or indirectly, wholly owned
subsidiaries of ListCo (the "Pre-Closing Reorganization"). As consideration for
the Pre-Closing Reorganization, ListCo will issue to Parent a number of class A
ordinary shares in the share capital of ListCo which class A ordinary shares
shall entitle the holder to one vote per share ("ListCo Class A Shares") and
class B ordinary shares in the share capital of ListCo, which class B ordinary
shares shall entitle the holder to ten votes per share ("ListCo Class
As additional consideration for Parent's contribution to ListCo of all the
issued and outstanding equity securities of Polestar Sweden, Parent will be
entitled to receive, subject to the terms provided in the Business Combination
Agreement, earn out shares from ListCo, issuable in ListCo Class A Shares and
ListCo Class
The Merger
Following the Pre-Closing Reorganization and pursuant to the Business Combination Agreement, at the Closing, Merger Sub will merge with and into the Company (the "Merger"), pursuant to which the separate corporate existence of Merger Sub will cease, with the Company being the surviving corporation and becoming a wholly owned subsidiary of ListCo.
Each share of Class A common stock of the Company, par value
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("
Any units of the Company that are outstanding immediately prior to the Effective Time held by Company stockholders will be automatically separated and the holder thereof will be deemed to hold one GG Class A Share and one-fifth (1/5) of a public warrant of the Company ("Public Warrant"), which underlying securities will be converted as described below.
In the event the Requisite GG Warrantholder Approval (as defined below) is
obtained prior to the Effective Time, each Public Warrant shall be automatically
cancelled and extinguished and converted into the right to receive one American
depository share of ListCo ("ListCo Class C-1 ADS") duly and validly issued
against the deposit of an underlying class C-1 preferred share in the share
capital of ListCo ("ListCo Class C-1 Share") deposited with the
In the event that the Requisite GG Warrantholder Approval is not obtained prior
to the Effective Time, each Public Warrant shall be automatically cancelled and
extinguished and converted into the right to receive one American depository
warrant of ListCo ("ListCo AD Warrant") duly and validly issued against the
deposit of an underlying warrant of ListCo representing the right to acquire one
ListCo Class A Share deposited with the
Registration Statement/Proxy Statement; Warrantholder Solicitation
In connection with the Transactions, the Company, ListCo, Polestar Singapore,
Polestar Sweden and Parent will prepare, and ListCo will file with the
In addition, as promptly as reasonably practicable following the date of the Business Combination Agreement, the Company, ListCo, Polestar Singapore, Polestar Sweden and Parent will solicit the vote or consent of registered holders of at least 50% of the outstanding Public Warrants to amend the Warrant Agreement to permit the conversion or exchange of Public Warrants for ListCo Class C-1 ADSs and the Private Placement Warrants for ListCo Class C-2 ADSs (the "Requisite GG Warantholder Approval").
Representations, Warranties and Covenants
The parties to the Business Combination Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Business Combination Agreement will not survive the Closing. The covenants of the respective parties to the Business Combination Agreement will also not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing.
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Conditions to Closing
The obligations of the parties to the Business Combination Agreement to
consummate the Transactions is conditioned upon (a) the expiration or
termination of the applicable waiting period (and any extension thereof) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (b) the absence of any
law or other legal restraint or prohibition issued by any court of competent
jurisdiction or other governmental authority preventing the consummation of the
Transactions, (c) the effectiveness under the Securities Act of 1933, as amended
(the "Securities Act"), of the Registration Statement/Proxy Statement and that
no stop order will have been issued by the
Item 8.01 Other Events
On
Attached as Exhibit 99.2 and incorporated by reference herein is the investor
presentation dated
Forward-Looking Statements
Certain statements in this Current Report may be considered "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or the future
financial or operating performance of the Company and
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and Polestar and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements with respect to proposed Business Combination; (b) the outcome of any legal proceedings that may be instituted against the Company, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of the Company, to obtain financing to complete the Business Combination or to satisfy other conditions to Closing; (d) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (e) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (f) the risk that the Business Combination disrupts current plans and operations of Polestar as a result of the announcement and
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consummation of the Business Combination; (g) the ability to recognize the
anticipated benefits of the Business Combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (h) costs related to the Business
Combination; (i) risks associated with changes in applicable laws or regulations
and Polestar's international operations; (j) the possibility that Polestar or
the combined company may be adversely affected by other economic, business,
and/or competitive factors; (k) Polestar's estimates of expenses and
profitability; (l) Polestar's ability to maintain agreements or partnerships
with its strategic partners
Projections
This Current Report contains financial forecasts with respect to Polestar's projected financial results, including revenue, for Polestar's fiscal years 2021 through 2025. Polestar's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Current Report, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Current Report. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Polestar or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Current Report should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
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Actual results may differ as a result of the completion of Polestar's financial reporting period closing procedures, review adjustments and other developments that may arise between now and the time such financial information for the period is finalized. As a result, these estimates are preliminary, may change and constitute forward-looking information and, as a result, are subject to risks and uncertainties. Neither Polestar's nor the Company's independent registered accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to the preliminary results, nor have they expressed any opinion or any other form of assurance on the preliminary financial information.
Additional Information
In connection with the proposed Business Combination, (a) ListCo is expected to
file with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 2.1* Business Combination Agreement, dated as ofSeptember 27, 2021 , by and amongGores Guggenheim Inc. ,Polestar Automotive Holding Limited ,Polestar Automotive (Singapore) Pte. Ltd. ,Polestar Holding AB, Inc. ,Polestar Automotive Holding UK Limited andPAH UK Merger Sub Inc. 10.1 Form of Subscription Agreement. 10.2 Form of Parent Lock-Up Agreement. 10.3 Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement, dated as ofSeptember 27, 2021 , by and amongGores Guggenheim Sponsor, LLC ,Polestar Automotive Holding Limited ,Polestar Automotive Holding UK Limited ,Gores Guggenheim, Inc. and certain of its directors. 10.4 Registration Rights Agreement, dated as ofSeptember 27, 2021 , by and amongPolestar Automotive Holding UK Limited ,Gores Guggenheim Sponsor LLC ,Randall Bort ,Elizabeth Marcellino andNancy Tellem ,Polestar Automotive Holding Limited and certain of its shareholders. 10.5 Form of Warrant Assumption Agreement. 99.1 Joint Press Release, datedSeptember 27, 2021 . 99.2 Investor Presentation of the Company, datedSeptember 27, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any
omitted schedule to the
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