GORES HOLDINGS VIII, INC. Item 1.01 Entry into a Material Definitive Agreement
Amendment to Merger Agreement
As previously disclosed, on
On
As a result, the aggregate consideration issuable in connection with the closing
of the Business Combination is 106,757,750 shares of Class A Stock, or equity
awards exercisable for shares of Class A Stock, which is equal to (i)
102,807,750 plus (ii) the aggregate amount of cash proceeds received by
Footprint pursuant to the August Note Financing (as defined below) divided by
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by the terms and conditions of Amendment No. 2, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Entry into the Backstop Agreements
On
Additionally, on the same date,
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Neither 222 Investments nor Sponsor will have any right, title, interest or claim of any kind in or to any monies in the Company's trust account held for its public stockholders, and has agreed not to, and has waived any right to, make any claim against the trust account (including any distributions therefrom). The requirement of the Company to issue any Backstop Shares is subject to, among other items, the consummation of the Business Combination. The Backstop Agreements will automatically terminate pursuant to their terms upon a termination of the Merger Agreement.
In connection with the Backstop Agreements, the Company has agreed to update the form of Second Amended and Restated Certificate of Incorporation to be filed by the Company at the closing of the Business Combination (the "Second Amended and . . .
Item 1.02 Termination of a Material Definitive Agreement
Subscription Agreements; Termination of Sponsor Subscription Agreement; August
Convertible Note Financing; Footprint Class
On
In connection with the Footprint August Note Financing and the Footprint Class
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a form of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
Item 3.02 Unregistered Sale of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference herein. Certain shares of Class A Stock and Class A Stock Preferred Stock to be issued in connection with the Merger Agreement and the Backstop Agreements, respectively, and the transactions contemplated thereby will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
Item 8.01 Other Events
On
Forward-looking Statements
Certain statements in this current report may be considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 and within the meaning of the federal securities laws with respect to the proposed business combination between the Company and Footprint, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, the likelihood and ability of the parties to successfully consummate the proposed business combination and the PIPE investment, the amount of funds available in the trust account as a result of shareholder redemptions or otherwise, the services offered by Footprint and the markets in which Footprint operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and the Company's or Footprint's projected future results. These forward-looking statements generally are identified by the words "believe," "predict," "project," "potential," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "should," "will be," "will continue," "will likely result," and similar expressions (including the negative versions of such words or expressions).
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Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this document, including but not limited to: (a) the risk that the proposed
business combination may not be completed in a timely manner or at all, which
may adversely affect the price of the Company's securities; (b) the risk that
the proposed business combination may not be completed by the Company's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by the Company; (c) the failure to
satisfy the conditions to the consummation of the proposed business combination
and PIPE investment, including the approval of the proposed business combination
by the Company's stockholders, the satisfaction of the minimum trust account
amount following redemptions by the Company's public stockholders and the
receipt of certain governmental and regulatory approvals; (d) the failure to
obtain financing to complete the proposed business combination, including to
consummate the PIPE investment; (e) the effect of the announcement or pendency
of the proposed business combination on Footprint's business relationships,
performance, and business generally; (f) risks that the proposed business
combination disrupts current plans of Footprint and potential difficulties in
Footprint's employee retention as a result of the proposed business combination;
(g) the outcome of any legal proceedings that may be instituted against the
Company or Footprint related to the agreement and the proposed business
combination; (h) changes to the proposed structure of the business combination
that may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of the business
combination; (i) the ability to maintain the listing of the Company's securities
on the NASDAQ; (j) the price of the Company's securities, including volatility
resulting from changes in the competitive and highly regulated industries in
which Footprint plans to operate, variations in performance across competitors,
changes in laws and regulations affecting Footprint's business and changes in
the combined capital structure; (k) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed business
combination, and identify and realize additional opportunities; and (l) other
risks and uncertainties set forth in the section entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statement" in the Company's final
prospectus relating to its initial public offering (File No. 333-252483)
declared effective by the
Additional Information and Where to Find It
In connection with the business combination, the Company has filed a
registration statement on Form S-4 (the "Registration Statement") that includes
a preliminary prospectus and preliminary proxy statement of the Company. The
proxy statement/prospectus is not yet effective. The definitive proxy
statement/prospectus, when it is declared effective by the
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The definitive proxy statement/final prospectus will be mailed to stockholders
of the Company as of a record date to be established for voting on the business
combination. Investors and security holders will also be able to obtain free
copies of the definitive proxy statement/final prospectus and all other relevant
documents filed or that will be filed with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
The Company, Footprint and certain of their respective directors, executive
officers may be deemed participants in the solicitation of proxies from the
Company's stockholders with respect to the proposed business combination. A list
of the names of those directors and executive officers of the Company and a
description of their interests in the Company is set forth in the Company's
filings with the
No Offer and Non-Solicitation
This current report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Footprint or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 2.1 Amendment No. 2, datedSeptember 5, 2022 . 10.1 Waiver and Share Surrender Agreement Amendment No. 2, datedSeptember 5, 2022 . 10.2 Backstop Agreement, datedSeptember 5, 2022 . 10.3 Sponsor Commitment Letter, datedSeptember 5, 2022 . 10.4 Form of Termination Agreement 10.5 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed with theSEC onDecember 14, 2021 ) 10.6 Form of Subscription Agreement Amendment 99.1 Press Release, datedSeptember 6, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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