Gores Guggenheim $25M Securities Class Action Settlement

Investors who held Gores Guggenheim Inc. Class A common stock, including shares held as part of a public unit, at any time between Sept. 27, 2021, and June 23, 2022, may be eligible to claim a cash payment from a class action settlement.

Gores Guggenheim Sponsor LLC and several individual and corporate defendants agreed to pay $25 million to settle a class action lawsuit alleging they breached their fiduciary duties and received unjust enrichment in connection with the merger between Gores Guggenheim Inc. and Polestar Automotive Holding UK PLC. The lawsuit claimed the defendants released materially false and misleading statements about the benefits of the merger, harming stockholders by dissuading them from redeeming their shares.

Who can file a claim?

The settlement class includes all record and beneficial holders of Gores Guggenheim Inc. Class A common stock, including shares held as part of a public unit, who purchased, acquired or held such securities at any time between Sept. 27, 2021, and June 23, 2022.

Additional details

• Both individuals and entities can be class members.
• The settlement includes stockholders who held shares directly and those who held through a broker or other nominee.
• The actual beneficial holder or a legal representative must submit the claim.
• Executors, administrators, guardians, conservators and trustees may submit claims on behalf of others and provide proof of authority.
• The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.

How much can class members get?

The total settlement fund is $25,000,000. The amount each class member receives depends on several factors:

• The number of valid claims submitted
• The number of eligible shares held
• The timing of each sale and holding through Aug. 22, 2023
• The total losses of all claimants

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation.

• Eligible shares are those shares of GGI Class A common stock owned immediately after the redemption deadline on June 17, 2022, that the class member did not submit for redemption in connection with the merger.
• The settlement administrator will calculate a total loss for each eligible share based on the court-approved plan of allocation:
• For eligible shares sold before the close of trading on Aug. 22, 2023, for less than $10, the total loss is $10 minus the sale price plus the $0.10 nominal amount.
• For eligible shares sold before the close of trading on Aug. 22, 2023, at a price of $10 or greater, the total loss is $0 plus the $0.10 nominal amount.
• For eligible shares held as of the close of trading on Aug. 22, 2023, the total loss is $6.51 per share, calculated as $10 minus $3.59 (the closing price of Polestar ADS on Aug. 22, 2023) plus the $0.10 nominal amount.

• For shares redeemed in connection with the merger, the settlement administrator will not calculate a loss.
• The settlement administrator will set any total loss that calculates to a negative number to $0.
• If total losses exceed the net settlement fund, the settlement administrator will reduce payments on a pro rata basis.
• If the fund exceeds total losses, the settlement administrator will distribute the excess pro rata to all eligible claimants.
• Claimants whose calculated payment would be less than $10 will not receive a payout.

How to claim a GGI stockholder class action settlement payment

Class members may file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The deadline to file a claim is June 17, 2026.

Settlement administrator's mailing address: GGI Stockholder Settlement, c/o A.B. Data Ltd., P.O. Box 173106, Milwaukee, WI 53217

Proof or documentation required to submit a claim

All class members must provide the last four digits of their Social Security number or taxpayer identification number. Class members must also provide holding, purchase and sale information, including:

• Holdings of GGI Class A common stock as of the close of trading on June 17, 2022
• Purchases and sales of GGI Class A common stock or Polestar ADS after the close of trading on June 17, 2022, through Aug. 22, 2023
• Holdings of Polestar ADS as of the close of trading on Aug. 22, 2023, if applicable

Claimants must provide documentation supporting their holdings and transactions. Acceptable proof includes:

• Broker confirmation slips
• Broker account statements
• Authorized statements from a broker containing transactional and holding information

Payout options

• Physical check
• Electronic payment

$25 million settlement fund

The $25,000,000 settlement fund includes:

• Settlement administration costs: To be determined
• Attorneys' fees: Up to $6,250,000
• Attorneys' expenses: To be determined
• Service awards to class representatives: Up to $30,000 total
• Payments to eligible class members: Remainder of the fund

Important dates

• Fairness hearing: May 18, 2026
• Deadline to file a claim: June 17, 2026

When is the GGI stockholder class action settlement payout date?

The settlement administrator will issue payments to eligible class members after the court resolves any appeals and approves the settlement.

Why did this class action settlement happen?

The class action lawsuit alleged Gores Guggenheim Sponsor LLC and related defendants caused materially false and misleading public statements about the benefits of the merger between Gores Guggenheim Inc. and Polestar Automotive Holding UK PLC. The plaintiffs claimed the defendants breached their fiduciary duties, harming stockholders by dissuading them from redeeming their shares.

The defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and uncertainties of continued litigation.

Sources

1. Class notice
2. Claim form