gmii-10q_20210630.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 June 30, 2021

☐	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: 001-39907

GORES METROPOULOS II, INC.

(Exact name of registrant as specified in its Charter)

Delaware		85-2097088
(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(g) of the Act:

None

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	GMII	Nasdaq Capital Market
Warrants	GMIIW	Nasdaq Capital Market
Units	GMIIU	Nasdaq Capital Market

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 registrant was not a public company as of June 30, 2020 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of August 6, 2021, there were 45,000,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share, and 11,250,000 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

Statement 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	27

Item 4.	Controls and Procedures	28

PART II—OTHER INFORMATION		29

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

GORES METROPOULOS II, INC.

BALANCE SHEETS

	June 30, 2021			December 31, 2020
	(unaudited)			(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	53,080		$	160,314
Deferred offering costs		—			285,941
Prepaid assets		1,542,572			—
Total current assets		1,595,652			446,255
Investments and cash held in Trust Account		450,018,248			—
Total assets	$	451,613,900		$	446,255

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accrued expenses, formation and offering costs	$	3,407,367		$	158,255
State franchise tax accrual		100,000			2,918
Public warrants derivative liability		12,600,000			—
Private warrants derivative liability		7,700,000			—
Notes and advances payable – related party		1,000,000			300,000
Total current liabilities		24,807,367			461,173
Deferred underwriting compensation		15,750,000			—
Total liabilities	$	40,557,367		$	461,173

Commitments and contingencies
Class A subject to possible redemption, 45,000,000 and -0- shares at June 30, 2021 and December 31, 2020, respectively (at redemption value of $10 per share)		450,000,000			—

Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding		—			—
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, 11,250,000 and 11,500,000 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		1,125			1,150
Additional paid-in-capital		—			23,850
Accumulated deficit		(38,944,592	)		(39,918	)

Total stockholders’ equity (deficit)		(38,943,467	)		(14,918	)

Total liabilities and stockholders’ equity (deficit)	$	451,613,900		$	446,255

See accompanying notes to the unaudited, interim financial statements.

GORES METROPOULOS II, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three				Six
	Months Ended				Months Ended
	June 30, 2021				June 30, 2021
Revenues		—				—
Professional fees and other expenses		(2,320,234	)			(4,183,777	)
State franchise taxes, other than income tax		(50,000	)			(100,000	)
Gain from change in fair value of warrant liability		145,000				5,945,000
Allocated expense for warrant issuance cost		—				(918,141	)
Net income/(loss) from operations		(2,225,234	)			743,082
Other income - interest income		11,220				18,248
Net income/(loss) before income taxes	$	(2,214,014	)	$		761,330
Provision for income tax		—				—
Net income/(loss) attributable to common shares	$	(2,214,014	)	$		761,330

Net loss per ordinary share:
Class A Common Stock - basic and diluted	$	(0.04	)	$		(0.78	)
Class F Common Stock - basic and diluted	$	(0.04	)	$		(0.78	)

See accompanying notes to the unaudited, interim financial statements.

GORES METROPOULOS II, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Three Months Ended June 30, 2021
	Class A Common Stock				Class F Common Stock							Additional			Accumulated			Stockholders'
	Shares		Amount			Shares			Amount			Paid-In Capital			Deficit			Equity (Deficit)
Balance at April 1, 2021		-	$	-			11,250,000		$	1,125		$	-		$	(36,730,578	)	$	(36,729,453	)
Net loss		-		-			-			-			-			(2,214,014	)		(2,214,014	)
Balance at June 30, 2021		-	$	-			11,250,000		$	1,125		$	-		$	(38,944,592	)	$	(38,943,467	)

	Six Months Ended June 30, 2021

	Class A Common Stock				Class F Common Stock							Additional			Accumulated			Shareholders'
	Shares		Amount			Shares			Amount			Paid-In Capital			Deficit			Equity (Deficit)
Beginning Balance at January 1, 2021		-	$	-			11,500,000		$	1,150		$	23,850		$	(39,918	)	$	(14,918	)
Forfeited Class F Common stock by Sponsor		-		-			(250,000	)		(25	)		25			-			-
Excess of fair value paid by founders for warrants		-		-			-			-			1,045,000			-			1,045,000
Subsequent measurement under ASC 480-10-S99 against additional paid-in capital		-		-			-			-			(1,068,875	)		-			(1,068,875	)
Subsequent measurement under ASC 480-10-S99 against accumulated deficit		-		-			-			-			-			(39,666,004	)		(39,666,004	)
Net income		-		-			-			-			-			761,330			761,330
Balance at June 30, 2021		-	$	-			11,250,000		$	1,125		$	-		$	(38,944,592	)	$	(38,943,467	)

See accompanying notes to the unaudited, interim financial statements

GORES METROPOULOS II, INC.

STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2021

(Unaudited)

Cash flows from operating activities:
Net income	$	761,330
Changes in state franchise tax accrual		97,082
Changes in prepaid assets		(1,542,572	)
Changes in accrued expenses, formation and offering costs		3,535,053
Issuance costs related to warrant liability		918,141
Changes in fair value warrants derivative liability		(5,945,000	)
Net cash used by operating activities		(2,175,966	)
Cash flows from investing activities:
Cash deposited in Trust Account		(450,000,000	)
Interest and dividends reinvested in the Trust Account		(18,248	)
Net cash used in investing activities		(450,018,248	)
Cash flows from financing activities:
Proceeds from sale of Units in initial public offering		450,000,000
Proceeds from sale of Private Placement Warrants to Sponsor		11,000,000
Proceeds from notes and advances payable – related party		1,000,000
Repayment of notes and advances payable – related party		(300,000	)
Payment of underwriters’ discounts and commissions		(9,000,000	)
Payment of accrued offering costs		(613,020	)
Net cash provided by financing activities		452,086,980
Decrease in cash		(107,234	)
Cash at beginning of period		160,314
Cash at end of period	$

SEC Form 10-Q filed by Gores Metropoulos II Inc.