Polestar Performance AB entered into a definitive business combination agreement to acquire Gores Guggenheim, Inc. (NasdaqCM:GGPI) from Gores Guggenheim Sponsor LLC, Alec E. Gores, Randall Bort, Nancy Tellem and Elizabeth Marcellino and others in a reverse merger transaction on September 27, 2021. The transaction implies an enterprise value of approximately $20 billion for the combined company, representing approximately 3.0x 2023E revenue and 1.5x 2024E revenue. The transaction includes approximately $800 million of cash from Gores Guggenheim, Inc.'s trust account (subject to applicable stockholder redemption rights) and $250 million in cash from PIPE financing anchored by top-tier institutional investors. Current Polestar equity holders will retain approximately 94% ownership in Polestar and roll 100% of their equity interests into the pro forma company. Concurrently with the consummation of the proposed business combination, investors have committed to purchase $250 million of securities of the combined company (the “PIPE investment”). Upon closing of the proposed business combination, the combined company will be held by a new public company that will be named Polestar Automotive Holding UK PLC, which is expected to be listed on Nasdaq under the ticker symbol “PSNY”. Following the consummation of the business combination, Polestar's common stock is expected to begin trading on Nasdaq on June 24, 2022 under the new ticker symbol “PSNY.”

The proposed business combination is subject to approval by Gores Guggenheim's stockholders, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, lock0up agreement and other customary closing conditions and has been unanimously approved by both the Board of Directors of Gores Guggenheim and the Board of Directors of Polestar. As of May 25, 2022, the shareholders meeting of GGI is scheduled on June 22, 2022. As of June 22, 2022, the transaction was approved by Gores Guggenheim's stockholders. The transaction is expected to close in the first half of 2022. As of April 21, 2022, the parties to the Business Combination Agreement amends the Agreement to extend the Termination Date from May 27, 2022 to June 24, 2022. As of June 9, 2022, the transaction is expected to close in June 2022. As of June 21, 2022, the transaction is expected to close on June 23, 2022. Proceeds from the business combination are expected to be used to help fund significant investment in products and the expansion of operations and markets.

Citigroup Global Markets Inc. is acting as exclusive financial advisor and Eric L. Schiele, David B. Feirstein, Christian O. Nagler, Timothy Cruickshank, Alex Lloyd and Marshall Shaffer of Kirkland & Ellis LLP acted as legal advisors to Polestar. Deutsche Bank Securities Inc. is acting as financial advisor and lead capital markets advisor to Gores Guggenheim, Inc. Morgan Stanley and Guggenheim Securities, LLC are acting as financial advisors to Gores Guggenheim, Inc. Barclays Capital Inc. is also acting as financial advisor and fairness opinion provider to Gores Guggenheim. James R. Griffin, Amy M. Rubin, Annemargaret Connolly, Bambo Obaro, Charles Ching, Chayim D. Neubort, David Avery-Gee, Gabriel F. Gregson, Gary D. Friedman, Heather L. Emmel, Helyn S. Goldstein, Henry Ong, Karen N. Ballack, Kyle C. Krpata, Shawn Brett Cooley and Tim Gardner of Weil, Gotshal & Manges LLP and Hannes Snellman are serving as legal advisors to Gores Guggenheim. Davis Polk & Wardwell LLP is advising Gores Guggenheim, Inc. in the transaction. The Davis Polk & Wardwell LLP team includes Leonard Kreynin, Stephen Salmon, Derek Dostal, Abigail G. Hathaway. Ethan R. Goldman and Daniel L. Jose are providing tax advice. Mary K. Marks is providing antitrust and competition advice. Stephen M. Kotran of Sullivan & Cromwell LLP acted as a legal advisor to Gores Guggenheim, Inc. Computershare Trust Company, National Association acted as transfer agent and registrar to Gores Guggenheim, Inc. Morrow & Co., LLC acted as information agent to Gores Guggenheim for a fee of $47,500. Annika Melin Jakobsson and Andreas Wirén of Advokatfirman Delphi KB acted as legal advisors to Polestar Performance AB.