Filing Details
- Accession Number:
- 0001193125-22-041679
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-13 19:00:00
- Filed By:
- Gores Guggenheim Sponsor Llc
- Company:
- Gores Guggenheim Inc.
- Filing Date:
- 2022-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gores Guggenheim Sponsor | 0 | 19,925,000 | 0 | 19,925,000 | 19,925,000 | 19.9% |
| GG Sponsor | 0 | 19,925,000 | 0 | 19,925,000 | 19,925,000 | 19.9% |
| AEG Holdings | 0 | 19,925,000 | 0 | 19,925,000 | 19,925,000 | 19.9% |
| Alec Gores | 0 | 19,925,000 | 0 | 19,925,000 | 19,925,000 | 19.9% |
| GGP Sponsor Holdings | 0 | 19,925,000 | 0 | 19,925,000 | 19,925,000 | 19.9% |
| Andrew M. Rosenfield | 0 | 19,925,000 | 19,925,000 | 19,925,000 | 19.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Gores Guggenheim, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
38286Q107
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 38286Q107
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Gores Guggenheim Sponsor LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
19,925,000(1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
19,925,000 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,925,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | Consists of 19,925,000 shares of Class A Common Stock, par value $0.0001 per share (Class A Common Stock), of Gores Guggenheim, Inc. (the Issuer) acquirable upon conversion of 19,925,000 shares of Class F Common Stock, par value $0.0001 per share (Class F Common Stock) of the Issuer. |
Page 2 of 12
CUSIP No. 38286Q107
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
GG Sponsor, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
19,925,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
19,925,000 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,925,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | Consists of 19,925,000 shares of Class A Common Stock acquirable upon conversion of 19,925,000 shares of Class F Common Stock owned directly by Gores Guggenheim Sponsor LLC (the Sponsor). GG Sponsor, LLC (GG) is a managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby. GG has a 50% pecuniary interest in the shares owned directly by Sponsor and disclaims beneficial ownership of the shares owned directly by Sponsor except to the extent of its pecuniary interest therein. |
Page 3 of 12
CUSIP No. 38286Q107
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AEG Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
19,925,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
19,925,000 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,925,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | Consists of 19,925,000 shares of Class A Common Stock acquirable upon conversion of 19,925,000 shares of Class F Common Stock owned directly by Sponsor. GG is a managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby. AEG Holdings, LLC (AEG) is the managing member of GG and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by Sponsor. GG has a 50% pecuniary interest in the shares owned directly by Sponsor and each of GG and AEG disclaims beneficial ownership of the shares owned directly by Sponsor except to the extent of its respective pecuniary interest therein. |
Page 4 of 12
CUSIP No. 38286Q107
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Alec Gores | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
19,925,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
19,925,000 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,925,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Consists of 19,925,000 shares of Class A Common Stock acquirable upon conversion of 19,925,000 shares of Class F Common Stock owned directly by Sponsor. GG is a managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby. AEG is the managing member of GG and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by Sponsor. Alec Gores is the managing member of AEG and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by Sponsor. GG has a 50% pecuniary interest in the shares owned directly by Sponsor and each of GG, AEG and Alec Gores disclaims beneficial ownership of the shares owned directly by Sponsor except to the extent of its respective pecuniary interest therein. |
Page 5 of 12
CUSIP No. 38286Q107
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
GGP Sponsor Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
19,925,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
19,925,000 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,925,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | Consists of 19,925,000 shares of Class A Common Stock acquirable upon conversion of 19,925,000 shares of Class F Common Stock owned directly by the Sponsor. GGP Sponsor Holdings, LLC (GGP) is a managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby. GGP has a 50% pecuniary interest in the shares owned directly by Sponsor and disclaims beneficial ownership of the shares owned directly by Sponsor except to the extent of its pecuniary interest therein. |
Page 6 of 12
CUSIP No. 38286Q107
| 1 | NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Andrew M. Rosenfield | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
19,925,000 (1) | |||||
| 7 |
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
19,925,000 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,925,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Consists of 19,925,000 shares of Class A Common Stock acquirable upon conversion of 19,925,000 shares of Class F Common Stock owned directly by Sponsor. GGP is a managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby. Andrew M. Rosenfield is the manager of GGP and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by Sponsor. GGP has a 50% pecuniary interest in the shares owned directly by Sponsor and each of GGP and Mr. Rosenfield disclaims beneficial ownership of the shares owned directly by Sponsor except to the extent of its respective pecuniary interest therein. |
Page 7 of 12
CUSIP No. 38286Q107
| Item 1. | (a) Name of Issuer | |
| Gores Guggenheim, Inc. (the Issuer) | ||
| (b) Address of Issuers Principal Executive Offices | ||
| 6260 Lookout Road Boulder, CO 80301 | ||
| Item 2. | (a) Name of Person Filing | |
| The information required by this Item is set forth in Appendix 1 attached hereto and incorporated by reference herein. This statement is being filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 1 by (i) Gores Guggenheim Sponsor LLC (Sponsor), (ii) GG Sponsor, LLC, a managing member of Sponsor (GG), (iii) AEG Holdings, LLC, the managing member of GG (AEG), (iv) Alec Gores, the managing member of AEG (Mr. Gores), (v) GGP Sponsor Holdings, LLC (GGP), a managing member of Sponsor and (vi) Andrew M. Rosenfield, the manager of GGP (Mr. Rosenfield and, collectively, the Reporting Persons). | ||
| (b) Address of Principal Business Office or, if none, Residence | ||
| The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto. | ||
| (c) Citizenship | ||
| The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto. | ||
| (d) Title of Class of Securities | ||
| Class A Common Stock, par value $0.0001 per share, of the Issuer (Class A Common Stock). | ||
| (e) CUSIP Number | ||
| 38286Q107 | ||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
The following information is provided as of December 31, 2021:
Sponsor has shared voting and shared dispositive power with respect to 19,925,000 shares of Class A Common Stock acquirable by Sponsor upon conversion of 19,925,000 shares of Class F Common Stock, par value $0.0001 per share, of the Issuer (Class F Common Stock) held directly by Sponsor. The shares of Class F Common Stock are convertible into shares of Class A Common Stock of the Issuer at any time at the option of the holder on a one-for-one basis and will automatically convert into shares of Class A Common Stock at the time of the Issuers initial business combination on a one-for-one basis, in each case, subject to adjustment. GG has shared voting and shared dispositive power with respect to 19,925,000 shares of Class A Common Stock acquirable by Sponsor upon conversion of 19,925,000 shares of Class F Common Stock of the Issuer held directly by Sponsor. AEG has shared voting and shared dispositive power with respect to 19,925,000 shares of Class A Common Stock
Page 8 of 12
CUSIP No. 38286Q107
acquirable by Sponsor upon conversion of 19,925,000 shares of Class F Common Stock of the Issuer held directly by Sponsor. Mr. Gores has shared voting and shared dispositive power with respect to 19,925,000 shares of Class A Common Stock acquirable by Sponsor upon conversion of 19,925,000 shares of Class F Common Stock held directly by Sponsor. GG has a 50% pecuniary interest in the shares owned directly by Sponsor and each of GG, AEG and Alec Gores disclaims beneficial ownership of the shares owned directly by Sponsor except to the extent of its respective pecuniary interest therein.
GGP has shared voting and shared dispositive power with respect to 19,925,000 shares of Class A Common Stock acquirable by Sponsor upon conversion of 19,925,000 shares of Class F Common Stock of the Issuer held directly by Sponsor. Mr. Rosenfield has shared voting and shared dispositive power with respect to 19,925,000 shares of Class A Common Stock acquirable by Sponsor upon conversion of 19,925,000 shares of Class F Common Stock held directly by Sponsor. GGP has a 50% pecuniary interest in the shares owned directly by Sponsor and each of GGP and Andrew M. Rosenfield disclaims beneficial ownership of the shares owned directly by Sponsor except to the extent of its respective pecuniary interest therein.
The following sets forth the beneficial ownership of the Class A Common Stock by each of the Reporting Persons as of December 31, 2021:
| (a) | Amount beneficially owned: |
| (i) | Sponsor is the beneficial owner of 19,925,000 shares of Class A Common Stock. |
| (ii) | GG is the beneficial owner of 19,925,000 shares of Class A Common Stock. |
| (iii) | AEG is the beneficial owner of 19,925,000 shares of Class A Common Stock. |
| (iv) | Mr. Gores is the beneficial owner of 19,925,000 shares of Class A Common Stock. |
| (v) | GGP is the beneficial owner of 19,925,000 shares of Class A Common Stock. |
| (vi) | Mr. Rosenfield is the beneficial owner of 19,925,000 shares of Class A Common Stock. |
| (b) | Percent of class: |
| (i) | 19.9% for Sponsor; |
| (ii) | 19.9% for GG; |
| (iii) | 19.9% for AEG; |
| (iv) | 19.9% for Mr. Gores; |
| (v) | 19.9% for GGP; and |
| (vi) | 19.9% for Mr. Rosenfield. |
The percentages used herein and in the rest of this Schedule 13G are calculated based upon 80,000,000 shares of Class A Common Stock reported to be outstanding as of November 12, 2021, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021.
| (c) | Number of shares as to which the person has: |
| (i) | sole power to vote or to direct the vote of: |
0 shares for Sponsor;
0 shares for GG;
0 shares for AEG;
0 shares for Mr. Gores;
0 shares for GGP; and
0 shares for Mr. Rosenfield.
| (ii) | shared power to vote or to direct the vote of: |
19,925,000 shares for Sponsor;
19,925,000 shares for GG;
19,925,000 shares for AEG;
19,925,000 shares for Mr. Gores;
19,925,000 shares for GGP; and
19,925,000 shares for Mr. Rosenfield.
| (iii) | sole power to dispose or to direct the disposition of: |
0 shares for Sponsor;
0 shares for GG;
0 shares for AEG;
0 shares for Mr. Gores;
0 shares for GGP; and
0 shares for Mr. Rosenfield.
Page 9 of 12
CUSIP No. 38286Q107
| (iv) | shared power to dispose or to direct the disposition of: |
19,925,000 shares for Sponsor;
19,925,000 shares for GG;
19,925,000 shares for AEG;
19,925,000 shares for Mr. Gores;
19,925,000 shares for GGP; and
19,925,000 shares for Mr. Rosenfield.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
Page 10 of 12
CUSIP No. 38286Q107
SIGNATURE
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
| GORES GUGGENHEIM SPONSOR LLC, |
| By: GG Sponsor, LLC, its managing member |
| By: AEG Holdings, LLC, its sole member |
| /s/ Alec Gores |
| Name: Alec Gores |
| Title: Managing Member
and |
| By: GGP Sponsor Holdings LLC, its managing member |
| /s/ Andrew McBride |
| Name: Andrew McBride |
| Title: Attorney-in-Fact |
| GG SPONSOR, LLC |
| By: AEG Holdings, LLC, its sole member |
| /s/ Alec Gores |
| Name: Alec Gores |
| Title: Managing Member |
| AEG HOLDINGS, LLC |
| /s/ Alec Gores |
| Name: Alec Gores |
| Title: Managing Member |
| ALEC GORES |
| /s/ Alec Gores |
| Alec Gores |
| GGP SPONSOR HOLDINGS, LLC |
| /s/ Andrew McBride |
| Name: Andrew McBride |
| Title: Attorney-in-Fact |
| ANDREW M. ROSENFIELD |
| /s/ Andrew McBride |
| Name: Andrew McBride |
| Title: Attorney-in-Fact |
Page 11 of 12
Appendix 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED BY ITEMS 2(b) AND (c):
| NAME OF PERSON FILING | PRINCIPAL BUSINESS OFFICE ADDRESS | PLACE OF ORGANIZATION | ||
| Gores Guggenheim Sponsor LLC | 6260 Lookout Road Boulder, CO 80301 | Delaware limited liability company | ||
| GG Sponsor, LLC | 6260 Lookout Road Boulder, CO 80301 | Delaware limited liability company | ||
| AEG Holdings, LLC | 6260 Lookout Road Boulder, CO 80301 | Delaware limited liability company | ||
| Alec Gores | c/o AEG Holdings, LLC 6260 Lookout Road Boulder, CO 80301 | United States citizen | ||
| GGP Sponsor Holdings, LLC | c/o Gores Guggenheim, Inc 6260 Lookout Road Boulder, CO 80301 | Delaware limited liability company | ||
| Andrew M. Rosenfield | c/o Gores Guggenheim, Inc. 6260 Lookout Road Boulder, CO 80301 | United States citizen | ||
Page 12 of 12