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 designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on the following pages
Page 1 of 9 Pages
Exhibit Index: Page 7
SCHEDULE 13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
BlueCrest Capital Management Limited
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Jersey, Channel Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.0%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
SCHEDULE 13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Michael Platt
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United Kingdom
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.0%
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN, HC
|
|
|
|
|
|
Item 1.
|
(a)
|
Name of Issuer: Gores Holdings VIII Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
6260 Lookout Road
Boulder, Colorado 80301
United States
Item 2.
|
(a)
|
Name of Person Filing:
|
This statement is filed by:
| |
i. |
BlueCrest Capital Management Limited (the “Investment Manager”), which serves as investment manager to Millais Limited, a Cayman Islands exempted company (the “Fund”); and
|
| |
ii. |
Michael Platt (“Mr. Platt”), who serves as principal, director, and control person of the Investment Manager,
|
with respect to the Common Shares (as defined herein) held for the account of the Fund. Millais USA LLC acts as sub-investment manager of the Fund, and reports to the Investment Manager.
The Investment Manager and Mr. Platt are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate party.
|
(b)
|
Address of Principal Business Office or, if None, Residence:
|
The address of the business office of the Investment Manager and Mr. Platt is:
Harbour Reach, La Rue de Carteret
St Helier
Jersey
Channel Islands
JE2 4HR
|
(c)
|
Citizenship: The Investment Manager is a company organized under the laws of Jersey, Channel Islands, operating solely out of Jersey, Channel Islands. Mr. Platt is a
citizen of the United Kingdom.
|
| (d) |
Title and Class of Securities: Class A common stock, par value $0.0001 per share (the “Common Shares”)
|
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A
|
(a), (b) As of December 31, 2022, each of the Investment Manager and Mr. Platt may be deemed the beneficial owner of 0 Common Shares underlying units held for the account of the Fund. This amount
equates to 0.0% of the Common Shares outstanding.
| (c) |
Number of shares as to which such person has: The Investment Manager and Mr. Platt share the power to vote or direct the vote, and share the power to dispose or direct the disposition of the 0
Common Shares reported herein.
|
| |
(i)
|
Sole power to vote or to direct the vote: 0
|
| |
(ii)
|
Shared power to vote or to direct the vote: 0
|
| |
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
| |
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
| Item 5. |
Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☒
|
| Item 6. |
Ownership of more than Five Percent on Behalf of Another Person. N/A
|
| Item 7. |
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. See disclosure in Item 2 hereof.
|
| Item 8. |
Identification and classification of members of the group. N/A
|
| Item 9. |
Notice of Dissolution of Group. N/A
|
| Item 10. |
Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under §240.14a-11.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 3, 2023
BLUECREST CAPITAL MANAGEMENT LIMITED
|
By:
|
/s/ Michael Bell
|
|
Michael Bell
|
|
Authorised Signatory
|
MICHAEL PLATT
|
By:
|
/s/ Steven Pariente
|
|
Steven Pariente
|
|
As attorney-in-fact for Michael Platt
|
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other
than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
EXHIBIT INDEX
|
Ex.
|
|
Page No.
|
|
|
|
|
|
Joint Filing Agreement
|
8
|
|
|
|
|
|
Power of Attorney
|
9
|