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 Certificate of
Incorporation (“Charter”) to allow the Company to redeem all of its
outstanding public shares and liquidate before December 31, 2022,
in advance of the automatic termination date in its current Charter
of March 1, 2023.
Following the termination of the Company’s Agreement and Plan of
Merger with Footprint International Holdco, Inc. (“Footprint”), the
Company believes that consummation of a suitable merger is highly
improbable. Furthermore, because redemptions made after December
31, 2022 may be subject to a 1% excise tax included as part of the
Inflation Reduction Act of 2022, it is in the best interest of the
Company’s stockholders to return the cash in trust within calendar
year 2022 rather than wait for expiration in 2023.
“We remain active in SPACs and continue to be committed to the
SPAC product in the long-term,” said Alec Gores, Chairman and CEO
of The Gores Group. “The current market environment has informed
our view that liquidating any imminently expiring vehicles and
returning capital to our stockholders as soon as possible is the
best course of action. We look forward to continuing to leverage
the SPAC product to assist quality companies in raising capital and
becoming publicly listed during 2023 and beyond.”
Since the closing of the Company’s IPO, the Company’s leadership
conducted a thorough search for the right target and evaluated a
number of companies with the goal of completing an initial business
combination that met its investment criteria. The Company carefully
considered consummating a business combination with Footprint and,
as previously announced, after extensive discussions with
Footprint’s leadership team, mutually agreed not to effect such
business combination due to unfavorable market conditions. On
December 4, 2022, the Company and Footprint entered into a
Termination Agreement, which effected the termination of the
Company’s Agreement and Plan of Merger with Footprint.
Further, the Company’s leadership has carefully evaluated the
current adverse market conditions, including a limited pool of
public company-ready business combination partners, the overall
decline in the SPAC market, high redemption rates of SPACs,
increased regulatory uncertainty around SPACs and the deterioration
of the PIPE market. Considering these factors, and despite
significant efforts to identify and complete an initial business
combination, the Company’s leadership does not believe that it will
complete an initial business combination by March 1, 2023. As a
result, the Company has determined that it is prudent and in the
best interests of the Company and its stockholders to liquidate the
Company early.
The Company will seek a favorable vote from stockholders at a
special meeting to be held in December 2022. For more information,
please see the Preliminary Proxy Statement filed with the
Securities and Exchange Commission (the “SEC”) on December 5,
2022.
About Gores Holdings VIII, Inc.
Gores Holdings VIII, Inc. is a special purpose acquisition
company sponsored by an affiliate of The Gores Group, LLC, founded
by Alec Gores. Gores Holdings VIII, Inc. completed its initial
public offering in March 2021, raising approximately $345 million
in cash proceeds for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
About The Gores Group LLC
Founded in 1987, The Gores Group is a global investment firm
focused on partnering with differentiated businesses that can
benefit from the firm’s extensive industry knowledge and decades
long experience. To date, affiliates of The Gores Group have closed
nine business combinations representing approximately $58 billion
in transaction value, which include: Hostess (Gores Holdings,
Inc.); Verra Mobility (Gores Holdings II, Inc.); PAE (Gores
Holdings III, Inc.); Luminar (Gores Metropoulos, Inc.); United
Wholesale Mortgage (Gores Holdings IV, Inc.); Ardagh Metal
Packaging (Gores Holdings V, Inc.); Matterport (Gores Holdings VI,
Inc.); Sonder (Gores Metropoulos II, Inc.); and Polestar (Gores
Guggenheim). For more information, please visit www.gores.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in this press release, the words “could,”
“should,” “will,” “may,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” the negative of such terms and other similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words. Such forward-looking statements are based on
current information and expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing the Company’s views as of any subsequent date, and
the Company does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, actual results or performance
may be materially different from those expressed or implied by
these forward-looking statements. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021 and its subsequent reports filed with the
SEC, from time to time. Copies of such filings are available on the
SEC’s website, www.sec.gov. The Company, Gores Sponsor VIII, LLC
and their affiliates undertake no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
Additional Information
On December 5, 2022, the Company filed a preliminary proxy
statement with the SEC in connection with its solicitation of
proxies for its special meeting of stockholders. Prior to the
special meeting, the Company will file with the SEC and furnish to
stockholders a definitive proxy statement, together with a proxy
card. Investors and stockholders of the Company are urged to read
the definitive proxy statement (including any amendments or
supplements thereto) and other documents the Company files with the
SEC carefully in their entirety when they become available as they
will contain important information. Investors and stockholders will
be able to obtain free copies of the definitive proxy statement
(including any amendments or supplements thereto) and other
documents filed with the SEC through the web site maintained by the
SEC at www.sec.gov, or by directing a request to Gores Holdings
VIII, Inc., 6260 Lookout Rd., Boulder, CO 80301, attention:
Jennifer Kwon Chou.
Participants in the Solicitation
The directors and executive officers of the Company and other
persons may be deemed to be participants in the solicitation of
proxies in respect of any proposals relating to the proposed
transaction. Information regarding the directors and executive
officers of the Company is available in its preliminary proxy
statement, which was filed with the SEC on December 5, 2022. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be available in the proxy
materials. Free copies of these documents may be obtained as
described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20221205005803/en/
Jennifer Kwon Chou Managing Director The Gores Group
310-209-3010 jchou@gores.com
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