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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Gores Holdings VIII Inc - Units (1 Ord Share Class A & 1/8 War)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2023 |
GIIX / Gores Holdings VIII, Inc. Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233066d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* GORES HOLDINGS VIII, INC. (Name of Issuer) Class A common stock, par value $0.0001 per share (the |
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| February 14, 2023 |
SC 13G/A 1 fortbakergiix13ga1.htm FORTBAKERGIIX13GA1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Gores Holdings VIII Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 382863108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) x Rule 13 |
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| February 14, 2023 |
SC 13G/A 1 giixa121423.htm CANYON CAPITAL ADVISORS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gores Holdings VIII, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 382863108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check |
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| February 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gores Holdings VIII, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 382863108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the |
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| February 3, 2023 |
EX-99.1 2 brhc10047463ex99-1.htm EXHIBIT 99.1 EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional jo |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gores Holdings VIII Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 382863108 (CUSIP Number) 31 December 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 3, 2023 |
EX-99.2 3 brhc10047463ex99-2.htm EXHIBIT 99.2 EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Man |
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| January 9, 2023 |
15-12G 1 d441764d1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-40105 GORES HOLDINGS VIII, INC. (Exact na |
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| December 29, 2022 |
Amendment to the Trust Agreement EX-10.1 3 d439151dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 29, 2022, is made by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Trustee”), a |
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| December 29, 2022 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VIII, INC. GORES HOLDINGS VIII, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Gores Holdings VIII, Inc. The original Certificate of Incorporation of the Corporation was filed with the Sec |
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| December 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or Other Jurisdiction of Incorporation) (Commis |
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| December 15, 2022 |
Exhibit 99.1 Gores Holdings VIII, Inc. Announces Special Meeting of Stockholders to Obtain Stockholder Approval to Liquidate in 2022 BOULDER, CO, December 15, 2022?Gores Holdings VIII, Inc. (the ?Company?) (Nasdaq: GIIXU, GIIX and GIIXW) today announced that it filed a definitive proxy statement relating to a special meeting of stockholders to approve (i) an amendment to the Company?s amended and |
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| December 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commis |
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| December 15, 2022 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 15, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commis |
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| December 14, 2022 |
GIIX / Gores Holdings VIII, Inc. Class A / Sculptor Capital LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gores Holdings VIII, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 382863108 (CUSIP Number) December 6, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| December 12, 2022 |
GIIX / Gores Holdings VIII, Inc. Class A / GUGGENHEIM CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gores Holdings VIII, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 382863108 (CUSIP Number) November 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| December 9, 2022 |
GORES HOLDINGS VIII, INC. 6260 Lookout Road Boulder, Colorado 80301 GORES HOLDINGS VIII, INC. 6260 Lookout Road Boulder, Colorado 80301 December 9, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Timothy Collins and Dorrie Yale Re: Gores Holdings VIII, Inc. Request for Withdrawal of Registration Statement on Form S-4 File No. 333-262663 Ladies and Gentlemen: In accordan |
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| December 6, 2022 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) |
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| December 6, 2022 |
Exhibit 99.1 Gores Holdings VIII, Inc. Files Preliminary Proxy Statement to Obtain Stockholder Approval to Liquidate in 2022 BOULDER, CO, December 6, 2022?Gores Holdings VIII, Inc. (NASDAQ: GIIX, GIIXW, GIIXU) (the ?Company?) announced today that on December 5, 2022, the Company filed a preliminary proxy statement to seek stockholder approval to adopt an amendment to its Amended and Restated Certi |
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| December 6, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commiss |
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| December 5, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| December 5, 2022 |
Termination Agreement, dated December 4, 2022. Exhibit 10.1 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Termination Agreement?), dated as of December 4, 2022 (the ?Effective Date?), is entered into by and among Gores Holdings VIII, Inc., a Delaware corporation (?Parent?), Frontier Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (?Second Merger Sub?), Frontier Merger Sub, Inc. |
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| December 5, 2022 |
Exhibit 99.1 Footprint and Gores Holdings VIII, Inc. Mutually Agree to Terminate Business Combination Due to Unfavorable Market Conditions Gilbert, AZ and Los Angeles, CA ? December 5, 2022 ? Footprint, a global materials science technology company focused on creating a healthy planet, and Gores Holdings VIII, Inc. (?Gores Holdings VIII?) (Nasdaq: GIIXU, GIIX and GIIXW), today announced they have |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commiss |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commiss |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40105 GORES |
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| November 8, 2022 |
Footprint Named to Fast Company’s 2022 ‘Brands That Matter’ List Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: November 8, 2022 Footprint Named to Fast Company?s 2022 ?Brands That Matter? List GILBERT, ARIZ. (November 8, 2022) ? Footprint, a global materials |
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| October 18, 2022 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: October 18, 2022 f?real and Footprint Announce Partnership to Co-create Plastic-Free Cup Partnership aims to replace f?real?s signature dairy cup wi |
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| October 13, 2022 |
Arizona Super Bowl Host Committee Announces Partnership with Footprint Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: October 13, 2022 Arizona Super Bowl Host Committee Announces Partnership with Footprint PHOENIX, ARIZ (October 13, 2022) ? The Arizona Super Bowl Co |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commis |
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| September 6, 2022 |
Waiver and Share Surrender Agreement Amendment No. 2, dated September 5, 2022. Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 TO WAIVER AND SHARE SURRENDER AGREEMENT THIS AMENDMENT NO. 2 TO WAIVER AND SHARE SURRENDER AGREEMENT (this ?Amendment No. 2?) is made and entered into as of September 5, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (the ?Company?), Gores Sponsor VIII LLC, a Delaware limited liability company (?Sponsor? and together with the Com |
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| September 6, 2022 |
Backstop Agreement, dated September 5, 2022. Exhibit 10.2 Execution Version BACKSTOP AGREEMENT This Backstop Agreement (this ?Agreement?) is entered into as of September 5, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (the ?Company?), Footprint International Holdco, Inc., a Delaware corporation (?Footprint?), and 222 Investments, LLC, a Delaware limited liability company (the ?Purchaser?). Capitalized terms used but n |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commis |
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| September 6, 2022 |
Sponsor Commitment Letter, dated September 5, 2022. Exhibit 10.3 EXECUTION VERSION GORES SPONSOR VIII LLC September 5, 2022 Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, CO 80301 Footprint International Holdco, Inc. 250 E. Germann Rd Gilbert, AZ 85291 Ladies and Gentlemen: Reference is hereby made to (a) that certain Agreement and Plan of Merger, dated as of December 13, 2021, by and among Gores Holdings VIII, Inc., a Delaware corporation (t |
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| September 6, 2022 |
Form of Subscription Agreement Amendment Exhibit 10.6 GORES HOLDINGS VIII, INC. 6260 LOOKOUT ROAD BOULDER, CO 80301 [?], 2022 [?] (the ?Purchaser?) Attn: [?] RE: Amendment No. 2 to Merger Agreement Reference is made to (i) that certain transaction update of Footprint International Holdco, Inc. (the ?Company?), dated as of July 28, 2022 (the ?Transaction Update?) attached hereto as Annex A, (ii) that certain Agreement and Plan of Merger b |
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| September 6, 2022 |
Exhibit 10.4 EXECUTION VERSION TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Agreement?), dated as of September 5, 2022, is entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the ?Company?), and Gores Sponsor VIII LLC, a Delaware limited liability company (?Subscriber?). WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as |
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| September 6, 2022 |
Exhibit 99.1 Footprint and Gores Holdings VIII, Inc. Announce Continued Momentum in Business, Additional Capital to Fund Business Plan and Strategic Revision of Transaction Terms ? Footprint continues to perform strongly with continued revenue growth and robust capacity expansion year-to-date ? Company secures approximately $300 million standby equity facility available upon the closing of the tra |
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| September 6, 2022 |
Amendment No. 2, dated September 5, 2022. Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment No. 2?) is made and entered into as of September 5, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (?Parent?), Frontier Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (?Sec |
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| August 9, 2022 |
Filed by Gores Holdings VIII, Inc. 1 Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: August 9, 2022 Footprint - Absolute Return Podcast Transcript CORPORATE PARTICIPANTS Julian Klymochko - Absolute Return Podcast Michael Kesslering |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40105 GORES HOLD |
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| July 6, 2022 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Footprint Wins at Inaugural Inno Fire Awards for Innovation and Contribution to Arizona Tech Sector The Inno Fire Awards honor the companies and people se |
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| June 28, 2022 |
Filed by Gores Holdings VIII, Inc. Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: June 28, 2022 On June 28, 2022, Footprint International attended a conference hosted by McWin Partners. The following investor presentation was refe |
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| June 17, 2022 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: June 16, 2022 Eliminate Plastic Profitably with Footprint?s Plant-Based Solutions IPO Edge Thu, June 16, 2022, 10:57 AM?6 min read ? Footprint mergi |
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| June 6, 2022 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Ved Krishna: Hello hello! Welcome to the Good Garbage podcast. My name is Ved Krishna. My primary reason for existence has been to find ways to leave our |
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| June 1, 2022 |
Filed by Gores Holdings VIII, Inc. Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Footprint Reports Strong Start to 2022 with Record Revenue, Capacity Expansion ? Strong revenue delivery with Q1 revenue up 133% from prior year, in addit |
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| May 27, 2022 |
Consent of Moelis & Company LLC, financial advisor for Gores Holdings VIII, Inc. Exhibit 99.1 CONSENT OF MOELIS & COMPANY LLC May 27, 2022 Board of Directors Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, CO 80301 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated December 13, 2021, to the Board of Directors of Gores Holdings VIII, Inc. (?Gores Holdings?) as Annex J to, and to the references thereto under the headings ?QUESTIONS AND ANS |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gores Holdings VIII Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 382863108 (CUSIP Number) 24 May 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| May 27, 2022 |
Form of Proxy Card for Special Meeting Exhibit 99.2 FOR THE SPECIAL MEETING OF STOCKHOLDERS OF GORES HOLDINGS VIII, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Mark Stone and Andrew McBride (each a ?Proxy? and collectively, the ?Proxies?), and each of them independently, with full power of substitution as proxies to vote the shares of 400,000,000 Class A common stock, par value $0.00 |
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| May 27, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| May 27, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on May 2 7 , 2022 Registration No. |
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| May 27, 2022 |
EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Management Limited, a company organized under the |
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| May 27, 2022 |
EX-FILING FEES 12 d163254dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-4 Gores Holdings VIII, Inc. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration of Fee Carry Forward |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2022 (May 20, 2022) GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporatio |
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| May 23, 2022 |
Exhibit 10.1 TERMINATION AGREEMENT TERMINATION AGREEMENT (this ?Agreement?), dated as of May 20, 2022, by and between Gores Holdings VIII, Inc., a Delaware corporation (the ?Company?), and KSP Footprint Investments, LLC, a Delaware limited liability company (?Subscriber?). WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of December 13, 2021 (as amended fro |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2022 (May 20, 2022) GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporatio |
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| May 23, 2022 |
Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment No. 1?) is made and entered into as of May 20, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (?Parent?), Frontier Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (?Second Merger Sub?), Front |
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| May 23, 2022 |
Waiver and Share Surrender Agreement Amendment, dated May 20, 2022. Exhibit 10.2 AMENDMENT TO WAIVER AND SHARE SURRENDER AGREEMENT THIS AMENDMENT TO WAIVER AND SHARE SURRENDER AGREEMENT (this ?Amendment?) is made and entered into as of May 20, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (the ?Company?), Gores Sponsor VIII LLC, a Delaware limited liability company (?Sponsor? and together with the Company, the ?Parties?), and amends that cer |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40105 GORES HOL |
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| May 3, 2022 |
Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, Colorado 80301 Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, Colorado 80301 May 3, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attn: Timothy Collins Re: Delaying Amendment for Gores Holdings VIII, Inc. Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-262663) Ladies and Gentlemen: Referen |
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| April 29, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 Gores Holdings VIII, Inc. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration of Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial |
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| April 29, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on April 29, 2022 Registration No. |
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| April 29, 2022 |
Form of Proxy Card for Special Meeting Exhibit 99.1 FOR THE SPECIAL MEETING OF STOCKHOLDERS OF GORES HOLDINGS VIII, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Mark Stone and Andrew McBride (each a ?Proxy? and collectively, the ?Proxies?), and each of them independently, with full power of substitution as proxies to vote the shares of 400,000,000 Class A common stock, par value $0.00 |
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| April 22, 2022 |
Earth Day 2022: Footprint and Groasis Help to Save the Planet One Tree at a Time Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: April 22, 2022 Earth Day 2022: Footprint and Groasis Help to Save the Planet One Tree at a Time ? Groasis selects Footprint?s plant-based fiber for |
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| April 20, 2022 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: April 20, 2022 Footprint Celebrates Earth Day 2022 with Over Half a Billion Paper Straws Sold Milestone Footprint?s straws are used by McDonald?s, C |
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| March 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40105 GORES HOLDINGS |
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| March 25, 2022 |
Footprint Chief Legal Officer Awarded Corporate Counsel Award for Environmental Impact Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: March 25, 2022 Footprint Chief Legal Officer Awarded Corporate Counsel Award for Environmental Impact GILBERT, Arizona (March 25, 2022) ? Footprint, |
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| March 22, 2022 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: March 22, 2022 Hold the Plastic! Footprint Releases Results of New Consumer Study Examining Attitudes Toward Plastic, Sustainability and Climate Cha |
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| March 18, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Gores Holdings VIII, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the under |
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| March 18, 2022 |
GIIX / Gores Holdings VIII, Inc. Class A / CITADEL ADVISORS LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Gores Holdings VIII, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the “Shares”) (Title of Class of Securities) 3 |
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| March 18, 2022 |
Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Sean McHugh as the undersigned?s true and lawful authorized representative and attorney-in-fact to execute for and on behalf of the undersigned and to file with the United States Securities and Exchange Commission and any other authority: (1) any Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the ?1934 Act?), and the rules promulgated thereunder; and (2) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder. |
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| March 14, 2022 |
Footprint Wins Double Awards from Flexographic Technical Association 425 1 d309864d425.htm 425 Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: March 14, 2022 Footprint Wins Double Awards from Flexographic Technical Association • 2022 FTA honors and awards among the |
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| February 18, 2022 |
425 1 d319500d425.htm 425 Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: February 18, 2022 Footprint Announces 2022 Ocean Heroes Award Winners, Recognizing Global Efforts to Eliminate Single-Use |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Gores Holdings VIII, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 382863108 (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 |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Gores Holdings VIII Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 382863108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) x Rule 13d-1(b) ? Rule 13d-1(c) ? Rule 13d-1(d) *The remainder |
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| February 14, 2022 |
GIIX / Gores Holdings VIII, Inc. Class A / GUGGENHEIM CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Gores Holdings VIII, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 382863108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 11, 2022 |
Exhibit 10.18 PRIMER ENMENDIA A CONTRATO DE ARRENDAMIENTO celebrado por y entre, INMOBILIARIA LA RUMOROSA, S.A.P.I. DE C.V., representada en este acto por el SR. PABLO CHARVEL OROZCO (de ahora en adelante denomindao ?ARRENDADOR?) como por unta parte, y FOOTPRINT MX, S. DE R.L. DE C.V. representada en este acto por el SR. TROY M. SWOPE, (de ahora en adelante denomindao ?ARRENDATARIO?) como otra par |
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| February 11, 2022 |
Exhibit 10.15 EXECUTION VERSION ASSET SALE AGREEMENT This Asset Sale Agreement (“Agreement”) made as of the February 14, 2020 by and among FOOTPRINT INTERNATIONAL HOLDCO, INC., a Delaware corporation, FOOTPRINT INTERNATIONAL, LLC, a Delaware limited liability company, FOOTPRINT, LLC, a Delaware limited liability company, and FOOTPRINT SOUTH CAROLINA, LLC, a Delaware limited liability company (each |
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| February 11, 2022 |
Exhibit 10.24 CONTRATO DE ARRENDAMIENTO que celebran por una parte, ?INMOBILIARIA LA RUMOROSA, S.A.P.I. DE C.V.?, representada en este acto por el se?or PABLO CHARVEL OROZCO en lo sucesivo referido como ?EL ARRENDADOR?, y ?FOOTPRINT MX, S. DE R.L. DE C.V.? representada en este acto por el se?or LUIS ALEJANDRO ARMEND?RIZ PRIETO, en lo sucesivo referido como ?EL ARRENDATARIO? y que formalizan al ten |
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| February 11, 2022 |
Lease Agreement, dated as of December 11, 2017, by and between Park Lucero II, LP and Footprint, LLC EX-10.26 21 d163254dex1026.htm EX-10.26 Exhibit 10.26 LEASE AGREEMENT BETWEEN PARK LUCERO II, LP, a Delaware limited partnership, AS LANDLORD, AND Footprint, LLC, a Delaware limited liability company AS TENANT Park Lucero - Phase 2 GILBERT, ARIZONA LEASE AGREEMENT (Arizona Net Lease) THIS LEASE AGREEMENT (“Lease”) is dated as of the latest date set forth on the signature page attached hereto, betw |
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| February 11, 2022 |
Consent of Kevin Easler to be named as director Exhibit 99.7 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the ?proxy statement/prospectus?), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the boar |
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| February 11, 2022 |
EX-10.20 15 d163254dex1020.htm EX-10.20 Exhibit 10.20 TERCER ENMIENDA A CONTRATO DE ARRENDAMIENTO que celebran por una parte, INMOBILIARIA LA RUMOROSA, S.A.P.I. DE C.V., representada en este acto por el SR. PABLO CHARVEL OROZCO (de ahora en adelante denomindao “ARRENDADOR”), como por otra parte FOOTPRINT MX, S. DE R.L. DE C.V. representada en este acto por el SR. TROY M. SWOPE, ((de ahora en adela |
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| February 11, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on February 11, 2022 Registration No. |
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| February 11, 2022 |
GIIX / Gores Holdings VIII, Inc. Class A / Gores Sponsor VIII LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gores Holdings VIII, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 382863108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 11, 2022 |
EX-10.23 18 d163254dex1023.htm EX-10.23 Exhibit 10.23 PRIMER ENMENDIA A CONTRATO DE ARRENDAMIENTO que celebran par una parte, INMOBILIARIA LA RUMOROSA, S.A.P.I. DE C.V., representada en este acto por el SR. PABLO CHARVEL OROZCO (en lo sucesivo referido coma el “ARRENDADOR”), y par ofra parte FOOTPRINT MX, S. DE R.L. DE C.V. representada en este acto par el SR. OSCAR NATIVIDAD CORDERO ABITIA, (en l |
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| February 11, 2022 |
Exhibit 10.17 CONTRATO DE ARRENDAMIENTO que entran por ye entre una parte, ?INMOBILIARIA LA RUMOROSA, S.A. DE C.V.?, representado en este acto por el Sr. PABLO CHARVEL OROZCO en lo sucesivo referido como ?EL ARRENDADOR?, y ?FOOTPRINT MX, S. DE R.L. DE C.V.? representado en este acto por el Sr. TROY M. SWOPE, en lo sucesivo referido como ?EL ARRENDATARIO? y que formalizan al tenor de las DECLARACIO |
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| February 11, 2022 |
Exhibit 10.13 EXECUTION VERSION TRINITY CAPITAL INC. MASTER LEASE AGREEMENT THIS MASTER LEASE AGREEMENT (this ?Agreement?) is made as of February 14, 2020, among TRINITY CAPITAL INC., a Maryland corporation (?Lessor?) and FOOTPRINT INTERNATIONAL HOLDCO, INC., a Delaware corporation, FOOTPRINT INTERNATIONAL, LLC, a Delaware limited liability company, FOOTPRINT, LLC, a Delaware limited liability com |
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| February 11, 2022 |
Exhibit 10.10 FOOTPRINT INTERNATIONAL HOLDCO, INC. STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2019 Stock Option Plan, as amended (the ?Plan?) of Footprint International Holdco, Inc., a Delaware corporation (the ?Company?), shall have the same defined meanings in this Stock Option Agreement (the ?Option Agreement?). This Option Agreement constitutes an Award Ag |
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| February 11, 2022 |
Exhibit 10.11 SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (?Agreement?) is entered into between Joshua M. Walden (?Employee?) and Footprint International Holdco, Inc., together with its affiliates (collectively, the ?Company? or ?Employer?). Employee and the Company may be referred to collectively as the ?Parties? and individually as a ?Party.? RECITALS A. |
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| February 11, 2022 |
EX-10.27 22 d163254dex1027.htm EX-10.27 Exhibit 10.27 FIRST AMENDMENT TO FOOTPRINT, LLC, LEASE AGREEMENT THIS FIRST AMENDMENT TO FOOTPRINT, LLC, LE ASE AGREEMENT (this “Amendment”) is dated as of April 5th, 2018 (the “Effective Date”), by and between FOOTPRINT, LLC, a Delaware limited liability company (“Tenant”), PARK LUCERO II, LP, a Delaware limited partnership (“Landlord”), and Kevin Easler (“ |
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| February 11, 2022 |
Consent of Hilla Sferruzza to be named as director Exhibit 99.10 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the ?proxy statement/prospectus?), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the boa |
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| February 11, 2022 |
Consent of Leslie Brun to be named as director Exhibit 99.5 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the ?proxy statement/prospectus?), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the boar |
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| February 11, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 Gores Holdings VIII, Inc. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration of Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial |
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| February 11, 2022 |
Consent of Artur Stefan Kirsten to be named as director Exhibit 99.8 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the ?proxy statement/prospectus?), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the boar |
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| February 11, 2022 |
Consent of Manu Bettegowda to be named as director Exhibit 99.4 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the ?proxy statement/prospectus?), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the boar |
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| February 11, 2022 |
Consent of Yoke Chung to be named as director Exhibit 99.3 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the ?proxy statement/prospectus?), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the boar |
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| February 11, 2022 |
Exhibit 10.19 SEGUNDO CONVENIO MODIFICATORIO A CONTRATO DE ARRENDAMIENTO que celebran por una parte, INMOBILIARIA LA RUMOROSA, S.A.P.I. DE C.V., representada en este ado par el SR. PABLO CHARVEL OROZCO (en lo sucesivo referido como el ?ARRENDADOR?), y por otra parte FOOTPRINT MX, S. DE R.L. DE C.V. representada en este acto por el SR. OSCAR NATIVIDAD CORDER ABITIA, (en lo sucesivo referido como el |
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| February 11, 2022 |
Consulting Agreement, dated as of February 18, 2021, by and between CA Consulting and Footprint, LLC Exhibit 10.12 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this ?Agreement?) is made and entered into effective as of February 18, 2021 (the ?Effective Date?), by and between CA Consulting LLC, an Illinois limited liability company, having a principal place of business at 222 North Canal Street, Third Floor, Chicago, Illinois 60606 (?CAC?) and Footprint, LLC, a Delaware limited liability compan |
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| February 11, 2022 |
Exhibit 10.9 Footprint March 30, 2021 Mr. Joshua M. Walden [***] [***] Dear Josh, We are pleased to offer you the position of Chief Operating Officer (?COO) of Footprint International Holdco, Inc. (the ?Parent Company?) and its current and future controlled affiliates (the ?Affiliates,? together with the Parent Company, the ?Company?), pursuant to the terms of this offer of employment (this ?Offer |
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| February 11, 2022 |
EX-10.25 20 d163254dex1025.htm EX-10.25 Exhibit 10.25 PRIMER CONVENIO MODIFICATORIO DE CONTRATO DE ARRENDAMIENTO que celebran por una parte, “INMOBILIARIA LA RUMOROSA, S.A.P.I. DE C.V.”, representada en este acto por el señor PABLO CHARVEL OROZCO en lo sucesivo referido como “EL ARRENDADOR”, y “FOOTPRINT MX, S. DE R.L. DE C.V.” representada en este acto por el señor LUIS ALEJANDRO ARMENDÁRIZ PRIET |
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| February 11, 2022 |
Exhibit 10.16 EXECUTION VERSION LOAN AND SECURITY AGREEMENT DATED AS OF June 22, 2020 between TRINITY CAPITAL INC., as Lender and FOOTPRINT INTERNATIONAL HOLDCO, INC. FOOTPRINT INTERNATIONAL, LLC FOOTPRINT, LLC FOOTPRINT SOUTH CAROLINA, LLC, as Borrower EXECUTION VERSION LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made as of June 22, 2020 (the ?Closing Date?), by and between TR |
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| February 11, 2022 |
Consent of Richard Daly to be named as director Exhibit 99.6 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the boar |
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| February 11, 2022 |
Exhibit 10.14 FIRST AMENDMENT TO LEASE DOCUMENTS This First Amendment to Lease Documents (the ?Amendment?) is entered into as of June 22, 2020 (the ?Effective Date?), by and among TRINITY CAPITAL INC., a Maryland corporation (?Lessor?) and FOOTPRINT INTERNATIONAL HOLDCO, INC., a Delaware corporation, FOOTPRINT INTERNATIONAL, LLC, a Delaware limited liability company, FOOTPRINT, LLC, a Delaware lim |
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| February 11, 2022 |
Exhibit 10.22 CONTRATO DE ARRENDAMIENTO que celebran por una parte, ?INMOBILIARIA LA RUMOROSA, S.A. DE C.V.?, representada en est? acto por el se?or PABLO CHARVEL OROZCO en lo sucesivo referido como ?EL ARRENDADOR?, y ?FOOTPRINT MX, S. DE R.L. DE C.V.? representada en est? acto por el se?or TROY M. SWOPE, en lo sucesivo referido como ?EL ARRENDATARIO? y que formalizan al tenor de las DECLARACIONES |
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| February 11, 2022 |
Consent of Donald Thompson to be named as director Exhibit 99.11 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the boa |
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| February 11, 2022 |
Consent of Brian Krzanich to be named as director EX-99.9 33 d163254dex999.htm EX-99.9 Exhibit 99.9 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the “proxy statement/prospectus”), as filed with the U.S. Securities and Exchange Commission, as may be amended from t |
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| February 11, 2022 |
Exhibit 10.8 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of October 1, 2019 (the ?Effective Date?), is by and between Footprint International Holdco, Inc., a Delaware corporation (the ?Company?), and Yoke D. Chung (the ?Executive?). WHEREAS, Executive has been serving as Chief Technology Officer of the Com |
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| February 11, 2022 |
Exhibit 10.7 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of October 1, 2019 (the ?Effective Date?), is by and between Footprint International Holdco, Inc., a Delaware corporation (the ?Company?), and Troy M. Swope (the ?Executive?). WHEREAS, Executive has been serving as Chief Executive Officer of the Comp |
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| February 11, 2022 |
Exhibit 10.21 CUARTO CONVENIO MODIFICATORIO A CONTRATO DE ARRENDAMIENTO que entran por y entre, INMOBILIARIA LA RUMOROSA, S.A.P.I. DE C.V., aqui representada en este acto por el SR. PABLO CHARVEL OROZCO (en Io sucesivo referido como el ?ARRENDADOR?), y como primera parte FOOTPRINT MX, S. DE R.L DE C.V. aqui representada en este acto por el SR. TROY M. SWOPE, (en lo sucesivo referido como el ?ARREN |
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| February 11, 2022 |
Consent of Troy Swope to be named as director Exhibit 99.2 Consent of Person to be Named as Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the proxy statement/prospectus on Form S-4 of Gores Holdings VIII, Inc. (the ?proxy statement/prospectus?), as filed with the U.S. Securities and Exchange Commission, as may be amended from time to time, as a nominee to the boar |
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| February 11, 2022 |
Exhibit 1 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of the 11th day of February, 2022, among Gores Sponsor VIII LLC, AEG Holdings, LLC and Alec Gores (collectively, the ?Joint Filers?). |
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| February 4, 2022 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: February 4, 2022 Footprint Tackles Every Aisle with Sustainable Supermarket Solutions Materials Science Technology Leader Rolls Out Customized Portf |
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| January 31, 2022 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: January 31, 2022 Footprint Announces Champions of Change Speaker Lineup at Sustainability Summit Company?s Fourth Annual Event Convenes Global Susta |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commiss |
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| January 21, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gores Holdings VIII, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 382863108 (CUSIP Number) January 12, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2022 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commiss |
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| December 15, 2021 |
Footprint International Holdco, Inc. Social Media Posts Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: December 15, 2021 Instagram We?re heading for NASDAQ and our sights continue to be set on a |
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| December 14, 2021 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: December 14, 2021 Footprint International Holdco, Inc. Social Media Posts Instagram Exciting news from Footprint today! A heartfelt thanks to our cu |
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| December 14, 2021 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: December 14, 2021 Gores Holdings VIII / Footprint ? Announcement Call Draft Transcript List of Participants ? Eric Hackel, Managing Director, Deutsc |
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| December 14, 2021 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: December 14, 2021 Footprint Team Email EMAIL SUBJECT: Footprint to Become Public Company on NASDAQ Dear Footprint Team, I?m excited to let you know |
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| December 14, 2021 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: December 14, 2021 EMPLOYEE FAQ 1. What was announced today? ? Footprint has entered into an Agreement and Plan of Merger (the ?Merger Agreement?) wi |
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| December 14, 2021 |
425 1 d207938d425.htm 425 Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: December 14, 2021 Customer Email EMAIL SUBJECT: Footprint to Become Public Company on NASDAQ Dear [Customer], As a valued |
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| December 14, 2021 |
EX-10.1 3 d261193dex101.htm EX-10.1 Exhibit 10.1 GORES HOLDINGS VIII SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT is entered into this 13th day of December, 2021 (this “Subscription Agreement”), by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”). WHEREAS, the Company concurrently herewith is entering into that certain Agreemen |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2021 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commis |
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| December 14, 2021 |
Exhibit 99.1 FOOTPRINT, a Sustainability and Materials Science Technology Leader, to be Publicly Listed on NASDAQ Through Combination with Gores Holdings VIII, Inc. ? Footprint is a materials science company that has developed a groundbreaking blend of advanced coating and process technologies that enable plant-based materials to compete with traditional plastic-based technologies on performance a |
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| December 14, 2021 |
Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: December 14, 2021 Suppliers Email EMAIL SUBJECT: Footprint to Become Public Company on NASDAQ Dear [Supplier Name], As a valued partner, we wanted t |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2021 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commis |
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| December 14, 2021 |
EX-2.1 2 d261193dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of December 13, 2021 by and among GORES HOLDINGS VIII, INC., FRONTIER MERGER SUB, INC., FRONTIER MERGER SUB II, LLC, and FOOTPRINT INTERNATIONAL HOLDCO, INC. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.01 Definitions 2 1.02 Construction 20 1.03 Knowledge 21 ARTICLE II THE MERGERS; CLOSING 21 2.01 The Me |
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| December 14, 2021 |
Friends and Family Shareholders Email Filed by Gores Holdings VIII, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gores Holdings VIII, Inc. Commission File No.: 001-40105 Date: December 14, 2021 Friends and Family Shareholders Email EMAIL SUBJECT: Footprint to Become Public Company on NASDAQ Dear [friends and family shareho |
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| December 14, 2021 |
EX-10.2 4 d261193dex102.htm EX-10.2 Exhibit 10.2 WAIVER AND SHARE SURRENDER AGREEMENT This WAIVER AND SHARE SURRENDER AGREEMENT (this “Agreement”) is entered into as of December 13, 2021, by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VIII LLC, a Delaware limited liability company (“Sponsor”), and each holder (including, for the avoidance of doubt, Sp |
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| December 14, 2021 |
Investor Presentation December 2021 Exhibit 99.2 This presentation (the ?Presentation?) contemplates a proposed business combination (the ?Transaction?) involving Gores Holdings VIII, Inc. (?Gores Holdings VIII?) and Footprint International Holdco, Inc. (?Footprint?), is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40105 GORES |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40105 GORES HOLD |
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| June 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40105 GORES HOL |
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| June 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2021 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commission |
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| May 27, 2021 |
8-K 1 d190305d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2021 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of in |
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| May 27, 2021 |
Gores Holdings VIII, Inc. Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report EX-99.1 2 d190305dex991.htm EX-99.1 Exhibit 99.1 Gores Holdings VIII, Inc. Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report BOULDER, CO, May 27, 2021 – Gores Holdings VIII, Inc. (Nasdaq: GIIX) (the “Company”), announced today that, on May 21, 2021, it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that th |
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| May 18, 2021 |
OMB APPROVAL Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2. |
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| April 19, 2021 |
Exhibit 99.1 Gores Holdings VIII, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing April 19, 2021 BOULDER, CO, April 16, 2021 ? Gores Holdings VIII, Inc. (Nasdaq: GIIXU) (the ?Company?), a blank check company sponsored by an affiliate of The Gores Group, LLC, today announced that, commencing April 19, 2021, holders of the units sold in the Company?s initial p |
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| April 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2021 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commissio |
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| March 5, 2021 |
Report of Independent Registered Public Accounting Firm EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Gores Holdings VIII, Inc.: Opinion on the Financial Statement We have audited the accompanying balance sheet of Gores Holdings VIII, Inc. (the Company) as of March 1, 2021, and the related notes (collectively, the financial statement). In our opinion, the financial statement pres |
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| March 5, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2021 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commission |
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| March 2, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 1, 2021 by and between GORES HOLDINGS VIII, INC., a Delaware corporation (the ?Company?), and the undersigned (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided |
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| March 2, 2021 |
Exhibit 10.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 1, 2021, is made and entered into by and among Gores Holdings VIII, Inc., a Delaware corporation (the ?Company?), Gores Sponsor VIII LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page here |
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| March 2, 2021 |
EX-10.3 6 d105590dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of February 24, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VIII LLC, a Delaware limited liability compan |
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| March 2, 2021 |
Gores Holdings VIII, Inc. Announces Pricing of $300 Million Initial Public Offering EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Gores Holdings VIII, Inc. Announces Pricing of $300 Million Initial Public Offering BOULDER, CO, February 24, 2021 – Gores Holdings VIII, Inc. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more bu |
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| March 2, 2021 |
Gores Holdings VIII, Inc. Completes $345 Million Initial Public Offering Exhibit 99.2 FOR IMMEDIATE RELEASE Gores Holdings VIII, Inc. Completes $345 Million Initial Public Offering BOULDER, CO, March 1, 2021 ? Gores Holdings VIII, Inc. (the ?Company?), a blank check company sponsored by an affiliate of The Gores Group, LLC, a global investment firm founded in 1987 by Alec Gores, and formed for the purpose of entering into a merger, capital stock exchange, asset acquisi |
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| March 2, 2021 |
Exhibit 10.4 EXECUTION VERSION Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, CO 80301 February 24, 2021 The Gores Group, LLC 6260 Lookout Road Boulder, CO 80301 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Gores Holdings VIII, Inc. (the ?Company?) and The Gores Group, LLC (?The Gores Group?), an affiliate of the Company?s sponsor, Gores Sponsor VIII |
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| March 2, 2021 |
Exhibit 3.1 EXECUTION VERSION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VIII, INC. February 24, 2021 Gores Holdings VIII, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Gores Holdings VIII, Inc.?. The original certificate of incorporation of the Corp |
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| March 2, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2021 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40105 85-3010982 (State or other jurisdiction of incorporation) (Commis |
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| March 2, 2021 |
EX-4.1 3 d105590dex41.htm EX-4.1 Exhibit 4.1 FINAL WARRANT AGREEMENT between GORES HOLDINGS VIII, INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2021, is by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., fed |
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| March 2, 2021 |
Exhibit 10.5 March 1, 2021 Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, CO 80301 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the ?Company?), and Deutsche Bank Securit |
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| March 2, 2021 |
Exhibit 10.1 EXECUTION VERSION INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 1, 2021 by and between Gores Holdings VIII, Inc., a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1 |
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| February 26, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252483 PROSPECTUS $300,000,000 30,000,000 Units Gores Holdings VIII, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout thi |
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| February 23, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GORES HOLDINGS VIII, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3010982 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 626 |
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| February 22, 2021 |
Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, CO 80301 February 22, 2021 VIA EDGAR Ms. Alexandra Barone Office of Technology Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Gores Holdings VIII, Inc. (the ?Company?) Registration Statement on Form S-1 (Registration No. 333-252483) Dear Ms. Barone Pursuant to Rule 461(a) under |
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| February 22, 2021 |
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 February 22, 2021 VIA EMAIL & EDGAR Office of Technology Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Gores Holdings VIII, Inc. (the ?Company?) Registration Statement on Form S-1 (Registration No. 333-252483) Ladies and Gentlemen: In accordance with Rule 461 o |
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| February 16, 2021 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VIII, INC. [?], 2021 Gores Holdings VIII, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Gores Holdings VIII, Inc.?. The original certificate of incorporation of the Corporation was filed with the |
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| February 16, 2021 |
EX-10.3 4 d113188dex103.htm EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Trustee”). WHEREAS, the Company’s registration stateme |
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| February 16, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on February 16, 2021. Registration No. 333-252483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 6770 85-3010982 (State or Ot |
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| February 16, 2021 |
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 FAX: (212) 310-8007 February 16, 2021 VIA EDGAR TRANSMISSION Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D. |
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| February 16, 2021 |
EX-4.4 3 d113188dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between GORES HOLDINGS VIII, INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., federally cha |
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| January 27, 2021 |
EX-3.3 Exhibit 3.3 BYLAWS OF GORES HOLDINGS VIII, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in |
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| January 27, 2021 |
EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Gores Holdings VIII, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Gore |
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| January 27, 2021 |
EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Gores Holdings VII, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Gores |
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| January 27, 2021 |
Form of Administrative Services Agreement between the Registrant and The Gores Group, LLC. EX-10.8 Exhibit 10.8 Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, CO 80301 [●], 2021 The Gores Group, LLC 6260 Lookout Road Boulder, CO 80301 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Gores Holdings VIII, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor VIII LLC, dated as of t |
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| January 27, 2021 |
EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a Delaware corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-[●] (the “Registr |
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| January 27, 2021 |
Form of Warrant Agreement between Computershare Trust Company, N.A. and the Registrant. EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between GORES HOLDINGS VIII, INC. and Computershare Trust Company, N.A. THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a Delaware corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transf |
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| January 27, 2021 |
Form of Amended and Restated Certificate of Incorporation. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VIII, INC. [•], 2021 Gores Holdings VIII, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gores Holdings VIII, Inc.”. The original certificate of incorporation of the Corporation was filed w |
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| January 27, 2021 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VIII, INC. September 14, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Gores Holdings VIII, Inc. (the “Corpora |
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| January 27, 2021 |
EX-4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW GORES HOLDINGS VIII, INC. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) |
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| January 27, 2021 |
Form of Audit Committee Charter. EX-99.1 Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GORES HOLDINGS VIII, INC. ADOPTED AS OF [●], 2021 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Gores Holdings VIII, Inc. (the “Company”) is to oversee the accounting and financial reporting processes of the Company and its subsidiaries and |
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| January 27, 2021 |
EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Gores Holdings VIII, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Gore |
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| January 27, 2021 |
Promissory Note, dated January 11, 2021, issued to Gores Sponsor VIII LLC. EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| January 27, 2021 |
EX-10.2 Exhibit 10.2 [●], 2021 Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, CO 80301 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Sec |
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| January 27, 2021 |
EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between GORES HOLDINGS VIII, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provi |
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| January 27, 2021 |
EX-4.2 Exhibit 4.2 NUMBER NUMBER C-SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] GORES HOLDINGS VIII, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF GORES HOLDINGS VIII, INC. (THE “CORPORATION”) transferable on the books of |
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| January 27, 2021 |
Power of Attorney (included on signature page of this Registration Statement).* S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on January 27, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GORES HOLDINGS VIII, INC. (Exact name of registrant as specified in its charter) Delaware 6770 85-3010982 (State or Other Jurisdiction of In |
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| January 27, 2021 |
EX-4.1 Exhibit 4.1 NUMBER UNITS U SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] GORES HOLDINGS VIII, INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-EIGHTH OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Go |
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| January 27, 2021 |
Form of Compensation Committee Charter. EX-99.2 Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GORES HOLDINGS VIII, INC. ADOPTED AS OF [●], 2021 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Gores Holdings VIII, Inc. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, |
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| January 27, 2021 |
EX-14.1 19 d113188dex141.htm EX-14.1 Exhibit 14.1 CODE OF ETHICS OF GORES HOLDINGS VIII, INC. 1. Introduction The Board of Directors (the “Board”) of Gores Holdings VIII, Inc. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future |
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| January 27, 2021 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 30,000,000 Units Gores Holdings VIII, Inc. UNDERWRITING AGREEMENT [●], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representative of the several Underwriters Ladies and Gentlemen: Gores Holdings VIII, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement ( |
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| January 27, 2021 |
EX-10.5 Exhibit 10.5 Gores Holdings VIII, Inc. 6260 Lookout Road Boulder, CO 80301 January 11, 2021 Gores Sponsor VIII LLC 6260 Lookout Road Boulder, CO 80301 RE: Securities Subscription Agreement Ladies and Gentlemen: Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor VIII LLC, a Delaware limited liability company (the “Subscriber” or “ |
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| January 27, 2021 |
Form of Registration Rights Agreement among the Registrant and certain security holders. EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VIII LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such |
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| January 27, 2021 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and Gores Sponsor VIII LLC. EX-10.6 Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VIII LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company intends to c |
