References in this Item 2 to "we," "us," "our," or the "Company" are to Gores
Holdings VI, Inc. prior to the Business Combination (as defined below), except
where the context requires otherwise. The following discussion and analysis of
the Company's financial condition and results of operations should be read in
conjunction with our unaudited condensed interim financial statements and the
notes related thereto which are included in "Item 1. Financial Statements" of
this Quarterly Report on
Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this
Quarterly Report on
Form 10-Q
including, without limitation, statements under this "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. When used in
this Quarterly Report on
Form 10-Q,
words such as "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to us or the Company's management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the SEC. All subsequent written or oral
forward-looking statements attributable to us or persons acting on the Company's
behalf are qualified in their entirety by this paragraph.
Overview
As of June 30, 2021, we were a blank check company incorporated on June 29, 2020
as a Delaware corporation and formed for the purpose of effecting a business
combination with one or more target businesses. We completed our Public Offering
on December 15, 2020.
Recent Developments
Business Combination
On July 22, 2021 (the "Closing Date"), the Company consummated the previously
announced business combination (the "Business Combination") pursuant to that
certain Agreement and Plan of Merger, dated February 7, 2021 (the "Merger
Agreement"), by and among the Company, Maker Merger Sub, Inc. ("First Merger
Sub"), a direct, wholly owned subsidiary of the Company, Maker Merger Sub II,
LLC ("Second Merger Sub"), a direct, wholly owned subsidiary of the Company, and
Matterport, Inc. ("Legacy Matterport").
In connection with the consummation of the Business Combination (the "Closing"),
the Company changed its name from Gores Holdings VI, Inc. to Matterport, Inc. As
a result of the Business Combination and the other transactions contemplated by
the Merger Agreement, First Merger Sub merged with and into Legacy Matterport,
with Legacy Matterport continuing as the surviving corporation (the "First
Merger"), and immediately following the First Merger and as part of the same
overall transaction as the First Merger, Legacy Matterport merged with and into
Second Merger Sub, with Second Merger Sub continuing as the surviving entity as
a wholly owned subsidiary of the Company, under the new name "Matterport
Operating, LLC" (the "Mergers").
As a result of the First Merger, each share of outstanding capital stock of
Legacy Matterport was cancelled and converted into the right to receive the
merger consideration in accordance with the terms of the Merger Agreement, with
the Company owning 100% of the outstanding capital stock of Legacy Matterport as
the surviving corporation of the First Merger (the "Surviving Corporation"). As
a result of the Second Merger, the Company owns 100% of the outstanding
interests in the surviving entity of the Second Merger (the "Surviving Entity").
Following the closing of the Business Combination, the Company owns, directly or
indirectly, all of the issued and outstanding equity interests in the Surviving
Entity and its subsidiaries, and the stockholders of Legacy Matterport as of
immediately prior to the effective time of the First Merger (the "Matterport
Stockholders") hold a portion of our Class A Common Stock.

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The aggregate merger consideration paid in connection with the Business
Combination was 218,875,000 shares of Class A Common Stock (the "Aggregate
Company Stock Consideration"). Holders of shares of Legacy Matterport's common
stock, par value $0.001 per share ("Matterport Stock"), are entitled to receive
a number of newly issued shares of Class A Common Stock equal to the Aggregate
Company Stock Consideration, divided by the sum of, without duplication, (a) the
aggregate number of shares of Matterport Stock issued and outstanding and
issuable upon conversion of Matterport's Preferred Stock, each series with a par
value of $0.001 per share (the "Matterport Preferred Stock"), plus (b) the
aggregate number of shares of Matterport Stock issuable upon the exercise or
settlement of all (i) options to purchase Matterport Stock granted pursuant to
Matterport's Amended and Restated 2011 Stock Incentive Plan (the "Stock
Incentive Plan"), whether vested or unvested (the "Matterport Stock Options"),
but excluding any Matterport Stock Options that have an exercise price equal to
or greater than the cash equivalent of the Per Share Matterport Stock
Consideration (as defined below), and (ii) restricted stock units covering
shares of Matterport Stock granted pursuant to the Stock Incentive Plan, whether
vested or unvested (the "Matterport RSUs"), in each case of clauses "(i)" and
"(ii)," outstanding as of immediately prior to the effective time of the First
Merger (the "Matterport Stock Adjusted Fully Diluted Shares" and, such quotient,
the "Per Share Matterport Stock Consideration"). Holders of shares of
Matterport's Preferred Stock are entitled to receive a number of shares of newly
issued Class A Stock equal to the Per Share Matterport Stock Consideration
multiplied by the number of shares of Matterport Stock issuable upon conversion
of such share of Matterport Preferred Stock as of immediately prior to the
effective time of the First Merger (the "Per Share Matterport Preferred Stock
Consideration"). No fractional shares of Class A Stock were issued in connection
with the Business Combination. In lieu of the issuance of any fractional shares,
Matterport Stockholder who otherwise would have been entitled to receive such
fractional share received an amount in cash, without interest, rounded down to
the nearest cent, equal to the product of (i) the amount of the fractional share
interest in a share of Class A Common Stock to which such Matterport Stockholder
otherwise would have been entitled multiplied by (ii) $10.00.
In addition to the consideration to be paid at the closing of the Business
Combination, Matterport Stockholders (to the extent entitled to consideration)
are entitled to receive their pro rata share of an additional number of
earn-out
shares, issuable in shares of Class A Common Stock and subject to the terms
provided in the Merger Agreement (the
"Earn-Out
Shares"), up to an aggregate of 23,460,000 shares of Class A Common Stock
collectively issuable to all Matterport Stockholders; provided, that
Earn-Out
Shares shall be issued to holders of Matterport RSUs and holders of Matterport
Stock Options only if such holder continues to provide services (whether as an
employee, director or individual independent contractor) to the Company or one
of its subsidiaries through the date of the occurrence of the triggering event
that causes such
Earn-Out
Shares to become issuable.
In connection with the Closing, the Founder Shares automatically converted into
shares of Class A Common Stock on a
one-for-one
basis and continue to be subject to the transfer restrictions applicable to the
Founder Shares.
Pursuant to subscription agreements entered into in connection with the Merger
Agreement (collectively, the "Subscription Agreements"), certain investors
agreed to subscribe for an aggregate of 29,500,000 newly issued shares of
Class A Stock at a purchase price of $10.00 per share for an aggregate purchase
price of $295,000,000 (the "PIPE Investment"). At the Closing, the Company
consummated the PIPE Investment.
In connection with the Business Combination, holders of 93,917 shares of Class A
Common Stock exercised their rights to redeem those shares for cash at an
approximate price of $10.0009 per share, for an aggregate of approximately
$939,258, which was paid to such holders on the Closing Date.
Immediately after giving effect to the Mergers, the redemptions described above,
the PIPE Investment and the conversion of all 8,625,000 outstanding Founder
Shares into shares of Class A Common Stock on a
one-for-one
basis, there were 291,406,633 shares of Common Stock, consisting of 241,956,549
of Class A Common Stock issued and outstanding, options to purchase an aggregate
of 45,399,537 shares of Class A Common Stock and restricted stock units covering
an aggregate of 4,049,547 shares of Class A Common Stock. Upon the Closing, the
Company's Class A Common Stock and the Company's Public Warrants began trading
on the Nasdaq Global Market ("Nasdaq") under the symbols "MTTR" and "MTTRW,"
respectively, and the Company's public units automatically separated into their
component securities and, as a result, no longer trade as a separate security
and were delisted from Nasdaq.

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Recent Stockholder Action
The Company and the members of its Board of Directors have been named as
defendants in a putative stockholder action filed in the Supreme Court of the
State of New York, County of New York, captioned Jamin Quimby v. Gores Holdings
VI, Inc., et al., Index No. 652761/2021, in connection with Business
Combination. The complaint generally alleges breach of fiduciary duty and aiding
and abetting claims relating to, among other things, alleged misstatements and
omissions in the Form
S-4
registration statement filed by the Company with the SEC on April 6, 2021 in
connection with the Proposed Transaction (the "Registration Statement"). The
complaint seeks, among other things, injunctive relief and an award of
attorneys' fees. The Company believes the claims asserted in the Quimby matter
are without merit, and intends to vigorously defend against them.
Results of Operations
For the six months ended June 30, 2021, we had a net loss of ($54,555,009), of
which ($49,826,500) are
non-cash
losses related to the change in fair value of the warrant liability. Our
business activities during the quarter mainly consisted of pursuing the Business
Combination. As indicated in the accompanying unaudited financial statements, at
June 30, 2021, we had $381,644 in cash and deferred offering costs of
$12,075,000. Further, we expect to continue to incur significant costs in the
pursuit of our acquisition plans.
Liquidity and Capital Resources
On July 24, 2020, the Sponsor purchased 17,250,000 shares of Class F Common
Stock for $25,000, or approximately $0.001 per share. On October 1, 2020, the
Sponsor surrendered 8,625,000 Founder Shares to us for no consideration, on
October 23, 2020, the Company effected a stock dividend with respect to its
Class F Common Stock of 6,468,750 shares thereof and on November 13, 2020 the
Sponsor surrendered 6,468,750 Founder Shares to us for no consideration,
resulting in an aggregate of 8,625,000 outstanding shares of Class F Common
Stock. As a result of such surrenders and stock dividend, the
per-share
purchase price increased to approximately $0.003 per share. The number of
Founder Shares issued was determined based on the expectation that such Founder
Shares would represent 20% of the outstanding shares upon completion of the
Public Offering. On September 11, 2020, the Sponsor transferred 25,000 Founder
Shares to each of the independent directors at their original purchase price.
On December 15, 2020, the Company consummated its Public Offering of 34,500,000
Units at a price of $10.00 per Unit, including 4,500,000 Units as a result of
the underwriters' full exercise of their over-allotment option, generating gross
proceeds of $345,000,000. On the IPO Closing Date, we completed the private sale
of an aggregate of 4,450,000 Private Placement Warrants, each exercisable to
purchase one share of Common Stock at $11.50 per share, to our Sponsor, at a
price of $2.00 per Private Placement Warrant, generating gross proceeds, before
expenses, of $8,900,000. After deducting the underwriting discounts and
commissions (excluding the Deferred Discount, which amount will be payable upon
consummation of the Business Combination, if consummated) and the estimated
offering expenses, the total net proceeds from our Public Offering and the sale
of the Private Placement Warrants were $346,055,000, of which $345,000,000 (or
$10.00 per share sold in the Public Offering) was placed in the Trust Account.
The amount of proceeds not deposited in the Trust Account was $1,055,000 at the
closing of our Public Offering. Interest earned on the funds held in the Trust
Account may be released to us to fund our Regulatory Withdrawals, for a maximum
of 24 months and/or additional amounts necessary to pay our franchise and income
taxes.
On July 24, 2020, Company borrowed $300,000 by the issuance of an unsecured
promissory note from the Sponsor for $300,000 to cover expenses related to the
Public Offering. This Note was
non-interest
bearing and payable on the earlier of June 30, 2021 or the completion of the
Public Offering. This Note was repaid in full upon the completion of the Public
Offering.
On March 19, 2021, the Sponsor made available to the Company a loan of up to
$2,000,000 pursuant to a promissory note issued by the Company to the Sponsor.
The proceeds from the note will be used for
on-going
operational expenses and certain other expenses in connection with the Proposed
Business Combination. The note is unsecured,
non-interest
bearing and matures on the earlier of: (i) January 31, 2022 or (ii) the date on
which the Company consummates the Proposed Business Combination. As of June 30,
2021, the amount advanced by Sponsor to the Company was $1,100,000.

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At June 30, 2021 and December 31, 2020, we had cash held outside of the Trust
Account of approximately $381,644 and $633,266, respectively, which is available
to fund our working capital requirements. Additionally, interest earned on the
funds held in the Trust Account may be released to us to fund our Regulatory
Withdrawals, for a maximum of 24 months and/or additional amounts necessary to
pay our franchise and income taxes.
At June 30, 2021 and December 31, 2020, the Company had current liabilities of
$72,796,936 and $18,690,703, respectively, and working capital of ($71,718,858)
and ($17,159,683), respectively, the balances of which are primarily related to
warrants we have recorded as liabilities. Other amounts related to accrued
expenses owed to professionals, consultants, advisors and others who are working
on seeking a Business Combination.
We used substantially all of the funds held in the Trust Account, including
interest (which interest shall be net of Regulatory Withdrawals and taxes
payable) to consummate our Business Combination during the quarter ended
September 30, 2021.
Contractual Obligations
As of June 30, 2021 and December 31, 2020, we did not have any long-term debt
obligations, capital lease obligations, operating lease obligations, purchase
obligations or long-term liabilities. In connection with the Public Offering, we
entered into an administrative services agreement to pay monthly recurring
expenses of $20,000 to The Gores Group for office space, utilities and
secretarial support. The administrative services agreement terminates upon the
earlier of the completion of a Business Combination or the liquidation of the
Company.
The underwriters are entitled to underwriting discounts and commissions of 5.5%
($18,975,000), of which 2.0% ($6,900,000) was paid at the IPO Closing Date, and
3.5% ($12,075,000) was deferred. The Deferred Discount will become payable to
the underwriters from the amounts held in the Trust Account solely in the event
that the Company completes a Business Combination, subject to the terms of the
underwriting agreement. The underwriters are not entitled to any interest
accrued on the Deferred Discount.
Recently Issued Accounting Pronouncements Not Yet Adopted
Management does not believe that any recently issued, but not yet effective,
accounting pronouncements, if currently adopted, would have a material effect on
the Company's financial statements based on current operations of the Company.
The impact of any recently issued accounting standards will be
re-evaluated
on a regular basis or if a business combination is completed where the impact
could be material.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is a broad term for the risk of economic loss due to adverse changes
in the fair value of a financial instrument. These changes may be the result of
various factors, including interest rates, foreign exchange rates, commodity
prices and/or equity prices. Our business activities for the six months ended
June 30, 2021 consisted solely of organizational activities and activities
relating to our Public Offering and the identification of a target company for
our Business Combination. As of June 30, 2021, $345,030,934 (including accrued
interest and dividends and subject to reduction by the Deferred Discount due at
the consummation of the Business Combination) was held in the Trust Account for
the purposes of consummating our Business Combination. As of June 30, 2021,
investment securities in the Company's Trust Account consists of $345,030,934 in
money market funds. As of June 30, 2021, the effective annualized rate of return
generated by our investments was approximately 0.0012%.

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We have not engaged in any hedging activities during the six months ended
June 30, 2021. We do not expect to engage in any hedging activities with respect
to the market risk to which we are exposed.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
company reports filed or submitted under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules
13a-15
and
15d-15
under the Exchange Act, our Chief Executive Officer and Chief Financial Officer
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as of June 30, 2021. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures (as defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) were not effective as of June 30, 2021 due to a material
weakness in internal control over financial reporting for the year ended
December 31, 2020, which was disclosed in our Form 10-K/A. We have committed
significant effort and resources to the remediation and improvement of our
internal control over financial reporting. While we have processes to properly
identify and evaluate the appropriate accounting technical pronouncements and
other literature for all significant or unusual transactions, we are improving
these processes to ensure that the nuances of such transactions are effectively
evaluated in the context of the increasingly complex accounting standards.
Specifically, we plan to provide enhanced access to accounting literature and
research materials and consult with third party professionals regarding complex
accounting matters. The elements of our remediation plan can only be
accomplished over time and will be continually reviewed to determine that it is
achieving its objectives. We cannot guarantee that these initiatives will
ultimately have the intended effects.
Internal Control over Financial Reporting
This Quarterly Report on Form 10-Q does not include a report of management's
assessment regarding internal control over financial reporting or an attestation
report of our registered public accounting firm due to a transition period
established by rules of the SEC for newly public companies; however, in light of
management's conclusion, following a review of the Company Warrants in
connection with the SEC Staff Statement, to reclassify the Company Warrants, our
internal control over financial reporting did not result in sufficient risk
assessment of the underlying accounting for certain financial instruments which
we determined to be a material weakness.
During the most recently completed fiscal quarter, there has been no change that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting. The Business Combination was
consummated in the quarter ending September 30, 2021.

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