giix-10q_20220331.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-40105

GORES HOLDINGS VIII, INC.

(Exact name of registrant as specified in its Charter)

Delaware		85-3010982
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6260 Lookout Rd.
Boulder, CO		80301
(Address of principal executive offices)		(Zip Code)

(310) 209-3010

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock	GIIX	The Nasdaq Stock Market, LLC
Warrants	GIIXW	The Nasdaq Stock Market, LLC
Units	GIIXU	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the registrant’s Class A Common Stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at June 30, 2021, computed by reference to the closing price for the Class A Common Stock on such date, as reported on the Nasdaq Stock Market LLC, was $342.24m.

As of May 13, 2022, there were 34,500,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share, and 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

Balance Sheets (Unaudited)		3

Statements of Operations (Unaudited)		4

Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)		5

Statements of Cash Flows (Unaudited)		6

Notes to Interim Financial Statements (Unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

PART II—OTHER INFORMATION		30

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

GORES HOLDINGS VIII, INC.

BALANCE SHEETS

	March 31, 2022			December 31, 2021
	(unaudited)			(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	68,184		$	317,220
Prepaid assets		896,826			1,090,278
Total current assets		965,010			1,407,498
Cash, cash equivalents and other investments held in Trust Account		345,065,339			345,030,739
Total assets	$	346,030,349		$	346,438,237

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accrued expenses, formation and offering costs	$	4,286,278		$	3,175,067
State franchise tax accrual		50,000			200,000
Public warrants derivative liability		5,520,000			8,754,375
Private warrants derivative liability		3,797,332			6,022,332
Notes and advances payable – related party		1,750,000			1,350,000
Total current liabilities		15,403,610			19,501,774
Deferred underwriting compensation		12,075,000			12,075,000
Total liabilities	$	27,478,610		$	31,576,774

Commitments and contingencies
Class A Common Stock subject to possible redemption, 34,500,000 and 34,500,000 shares at March 31, 2022 and December 31, 2021, respectively (at redemption value of $10 per share)		345,000,000			345,000,000

Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at March 31, 2022 and December 31, 2021, respectively		—			—
Common stock
Class A Common Stock, $0.0001 par value; 400,000,000 shares authorized		—			—
Class F Common Stock, $0.0001 par value; 40,000,000 shares authorized, 8,625,000 and 8,625,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		863			863
Additional paid-in-capital		—			—
Accumulated deficit		(26,449,124	)		(30,139,400	)

Total stockholders’ equity (deficit)		(26,448,261	)		(30,138,537	)

Total liabilities and stockholders’ equity (deficit)	$	346,030,349		$	346,438,237

See accompanying notes to the unaudited, interim financial statements.

GORES HOLDINGS VIII, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended			Three Months Ended
	March 31, 2022			March 31, 2021
Revenues		—			—
Professional fees and other expenses		(1,753,699	)		(370,818	)
State franchise taxes, other than income tax		(50,000	)		(50,000	)
Gain from change in fair value of warrant liabilities		5,459,375			4,149,125
Allocated expense for warrant issuance cost		—			(378,361	)
Net income from operations		3,655,676			3,349,946
Other income - interest income		34,600			6,678
Net income before income taxes	$	3,690,276		$	3,356,624
Provision for income tax		—			—
Net income attributable to common shares	$	3,690,276		$	3,356,624

Net income/(loss) per common stock:
Class A Common Stock - basic and diluted	$	0.09		$	(1.15	)
Class F Common Stock - basic and diluted	$	0.09		$	(1.15	)

See accompanying notes to the unaudited, interim financial statements.

GORES HOLDINGS VIII, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	For the Three Months Ended March 31, 2021
	Class A Common Stock				Class F Common Stock					Additional			Accumulated			Stockholders'
	Shares		Amount			Shares		Amount		Paid-In Capital			Deficit			Equity (Deficit)
Beginning Balance at January 1, 2021		-	$	-			-	$	-	$	-		$	(1,200	)	$	(1,200	)
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value		-		-			8,625,000		863		24,137			-			25,000
Excess of fair value paid by founders for warrants		-		-			-		-		4,272,001			-			4,272,001
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital		-		-			-		-		(4,296,138	)		-			(4,296,138	)
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit		-		-			-		-		-			(21,456,137	)		(21,456,137	)
Net income		-		-			-		-		-			3,356,624			3,356,624
Balance at March 31, 2021		-	$	-			8,625,000	$	863	$	-		$	(18,100,713	)	$	(18,099,850	)

	For the Three Months Ended March 31, 2022
	Class A Common Stock				Class F Common Stock					Additional			Accumulated			Stockholders'
	Shares		Amount			Shares		Amount		Paid-In Capital			Deficit			Equity (Deficit)
Balance at January 1, 2022		-	$	-			8,625,000	$	863	$	-		$	(30,139,400	)	$	(30,138,537	)
Net income		-		-			-		-		-			3,690,276			3,690,276
Balance at March 31, 2022		-	$	-			8,625,000	$	863	$	-		$	(26,449,124	)	$	(26,448,261	)

See accompanying notes to the unaudited, interim financial statements

GORES HOLDINGS VIII, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021
Cash flows from operating activities:
Net income	$	3,690,276		$	3,356,624
Changes in state franchise tax accrual		(150,000	)		49,550
Changes in prepaid assets		193,452			(1,868,596	)
Changes in accrued expenses, formation and offering costs		1,111,211			404,334
Issuance costs related to warrant liabilities		—			378,361
Changes in fair value warrants derivative liabilities		(5,459,375	)		(4,149,125	)
Net cash used in operating activities		(614,436	)		(1,828,852	)
Cash flows from investing activities:
Cash deposited in Trust Account		—			(345,000,000	)
Interest reinvested in the Trust Account		(34,600	)		(6,678	)
Net cash used in investing activities		(34,600	)

SEC Form 10-Q filed by Gores Holdings VIII Inc.