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 restated certificate
of incorporation (the “Charter”) and (ii) an amendment to the
Investment Management Trust Agreement, dated March 1, 2021, by and
between the Company and Computershare Trust Company, N.A., as
trustee (such proposals together, the “Proposals”), which together
would, if implemented, allow the Company to redeem all of its
outstanding shares of Class A common stock, par value $0.0001 per
share (the “Class A Common Stock”) and units comprised of one share
of Class A Common Stock and one-eighth of one warrant (the “Units”
and together with the Class A Common Stock, the “Public Shares”),
prior to December 31, 2022 by accelerating the date by which the
Company must cease all operations except for the purpose of winding
up if it fails to complete a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination (a “Business Combination”) from March 1, 2023 to the
later of December 29, 2022 or the date of effectiveness of the
Charter Amendment (the “Amended Termination Date”).
If the Proposals are approved, the Company will redeem all
Public Shares as promptly as reasonably possible after the Amended
Termination Date (the “Mandatory Redemption”). The Company expects
to complete the Mandatory Redemption on or around December 30, 2022
if stockholders approve the Proposals. Additionally, the last day
of trading of the Public Shares will be December 29, 2022 if
stockholders approve the Proposals.
In addition, if the Proposals are not approved, the Company will
instruct Computershare, Inc., as trustee, to liquidate the U.S.
government securities or money market funds held in the trust
account and thereafter to hold all funds in the trust account in
cash until liquidation. As a result, following such liquidation,
the Company will likely receive minimal interest, if any, on the
funds held in the trust account, which would reduce the dollar
amount our public stockholders would receive upon any redemption or
liquidation of the Company.
The virtual special meeting will be held on Thursday, December
29, 2022 at 9:00 a.m. Eastern Time, and the record date for the
meeting was the close of business (Eastern Time) on December 13,
2022. Stockholders of record as of the record date will be able to
listen to the meeting live and vote during the meeting by visiting
www.meetnow.global/M79VJMH. Stockholders will need the 16-digit
control number that is printed in the box marked by the arrow on
the stockholder’s proxy card for the meeting to enter the virtual
special meeting website.
For more information, please see the definitive proxy statement
filed with the SEC on December 15, 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
Commission, from time to time. Copies of such filings are available
on the Commission’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
The Company has filed a definitive proxy statement with the SEC
in connection with its solicitation of proxies for its special
meeting of stockholders. The Company will furnish to stockholders
the 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 any 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 definitive proxy
statement, which was filed with the SEC on December 15, 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/20221215006063/en/
Jennifer Kwon Chou Managing Director The Gores Group
310-209-3010 jchou@gores.com
Gores Holdings VIII (NASDAQ:GIIX)
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