Footprint LLC executed term sheet to acquire Gores Holdings VIII, Inc. (NasdaqCM:GIIX) from a group of shareholders in a reverse merger transaction on July 17, 2021. Footprint LLC entered into a definitive merger agreement to acquire Gores Holdings VIII, Inc. (NasdaqCM:GIIX) from a group of shareholders for $1.6 billion in a reverse merger transaction on December 13, 2021. Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders, holders of stock options of Footprint, holders of Footprint Warrants and holders of Footprint Convertible Promissory Notes will be an aggregate of 161,776,650 shares of Gores Holdings VIII, Inc. Class A Stock. On September 5, 2022, the parties entered into an amendment to the agreement pursuant to which the aggregate consideration issuable is 106,757,750 shares of Class A Stock for $1.1 billion. Upon closing of the proposed transaction, the combined company will be named “Footprint International, Inc.” and is expected to be listed on NASDAQ under the ticker symbol “FOOT.” Current Footprint equity holders will retain approximately 62% ownership in Footprint and roll 100% of their equity interests into the pro forma company. The combined company is expected to have a pro forma enterprise value of $1.6 billion at the closing of the proposed transaction. The combined company will be led by Troy Swope, Co-Founder and Chief Executive Officer of Footprint.

The proposed business combination has been unanimously approved by both the Board of Directors of Gores Holdings VIII and the Board of Directors of Footprint. The transaction is also subject to the approval by Gores Holdings VIII's and Footprint stockholders, antitrust approval, Gores Holdings having at least $5,000,001 of net tangible assets, the effectiveness of the Registration Statement under the Securities Act, the receipt of the approval for listing by NASDAQ of the Company Class A Stock to be issued in connection with the closing of the Business Combination, the Closing Parent Cash (as defined in the Merger Agreement) being equal to or exceeding $550 million, and other customary closing conditions. The transaction is expected to close in the first half of 2022.

Goldman Sachs & Co. LLC is serving as lead financial advisor to Footprint. Credit Suisse Securities (USA) and LionTree Advisors LLC acted as financial advisors to Footprint in the transaction. Adam D. Phillips, Edward J. Lee, Francisco J. Morales Barrón, Robert Hayward, Michael Keeley, David Nemecek, Omar Raddawi and Rohit Nafday of Kirkland & Ellis LLP is serving as legal advisor to Footprint. Deutsche Bank Securities Inc. is acting as lead financial advisor and lead capital markets advisor to Gores Holdings VIII and as a joint placement agent on the PIPE investment. Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC and LionTree Advisors LLC are acting as joint placement agents on the PIPE investment. Moelis & Company LLC is also acting as financial advisor and fairness opinion provider with a fee of $1 million to Gores Holdings VIII. Kyle Krpata, Nicholas Doloresco, James R. Griffin, Heather Emmel, Amy Rubin, Steven Margolis, Karen Ballack, Alexa Chu Clinton, Gabriel Gregson, Matthew Morton, Shawn Cooley, John O'Loughlin, Timothy Welch, Gary Friedman, Annemargaret Connolly and Vadim M. Brusser of Weil, Gotshal & Manges LLP is serving as legal advisor to Gores Holdings VIII and Sidley Austin LLP is serving as legal advisor to the co-placement agents. Morrow & Co., LLC acted as information agent with a fee of $37,500 to Gores Holdings VIII, Inc. Computershare Trust Company, National Association is the transfer agent for Gores Holdings VIII shares.