gmii-10q_20210930.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 September 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(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 November 15, 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

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	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	30

PART II—OTHER INFORMATION		31

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

GORES METROPOULOS II, INC.

BALANCE SHEETS

	September 30, 2021		December 31, 2020
	(unaudited)		(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	39,734	$	160,314
Deferred offering costs		—		285,941
Prepaid assets		1,276,826		—
Total current assets		1,316,560		446,255
Cash, cash equivalents and other investments held in Trust Account		450,029,593		—
Total assets	$	451,346,153	$	446,255

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accrued expenses, formation and offering costs	$	4,123,283	$	158,255
State franchise tax accrual		150,000		2,918
Public warrants derivative liability		15,300,000		—
Private warrants derivative liability		9,350,000		—
Notes and advances payable – related party		1,500,000		300,000
Total current liabilities		30,423,283		461,173
Deferred underwriting compensation		15,750,000		—
Total liabilities	$	46,173,283	$	461,173

Commitments and contingencies
Class A subject to possible redemption, 45,000,000 and -0- shares at September 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 September 30, 2021 and December 31, 2020, respectively