Gores Holdings VII, Inc. (NASDAQ: GSEV, GSEVU, GSEVW) (the
“Company”) announced today that it has 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 February 25, 2023.
The Company believes that consummation of a suitable merger is
highly improbable, and 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
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. “Given the current market environment, we
believe liquidating any expiring vehicles and returning capital to
our shareholders as soon as possible is the best immediate path
forward. The Gores Group believes that while the current reset in
the SPAC market is necessary in light of the activity over the past
two years, the SPAC product is an excellent financing tool for the
right companies and situations. We look forward to continuing to
leverage this vehicle to help quality companies raise capital and
go public as we go through 2023 and beyond.”
Since the closing of the Company’s IPO, the Company’s leadership
has conducted a thorough search for the right target and evaluated
a number of companies with the goal to complete an initial business
combination that met its investment criteria. 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 February 25, 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 November 3,
2022.
About Gores Holdings VII, Inc.
Gores Holdings VII, Inc. is a special purpose acquisition
company sponsored by an affiliate of The Gores Group, LLC, founded
by Alec Gores. Gores Holdings VII, Inc. completed its initial
public offering in February 2021, raising approximately $550
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
announced or closed ten business combinations representing
approximately $60 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.), Polestar
(Gores Guggenheim) and Footprint (pending; Gores Holdings VIII,
Inc.). 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
Commission, from time to time. Copies of such filings are available
on the Commission’s website, www.sec.gov. The Company and the
Sponsor 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 November 3, 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
VII, 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 November 3, 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/20221103006218/en/
Jennifer Kwon Chou Managing Director The Gores Group
310-209-3010 jchou@gores.com
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