Item 8.01 Other Events.
On December 15, 2022, Gores Holdings VIII, Inc. (the "Company") announced that
it filed a definitive proxy statement relating to a special meeting of
stockholders to approve (i) an amendment to the Amended and Restated Certificate
of Incorporation of the Company (the "Charter Amendment") 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 (x) December 29, 2022 or (y) 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.
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.
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 the public
stockholders would receive upon any redemption or liquidation of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
Number Description of Exhibit
99.1 Press Release, dated December 15, 2022
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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