Matterport, Inc. entered into Letter of Intent to acquire Gores Holdings VI, Inc. (NasdaqCM:GHVI) from a group of shareholders for $2.9 billion in a reverse merger transaction on December 6, 2020. Matterport, Inc. entered into a definitive agreement to acquire Gores Holdings VI, Inc. from a group of shareholders in a reverse merger transaction on February 7, 2021. Pursuant to the terms of the agreement, each share of Matterport's common stock and preferred stock will be converted into the right to receive a number of newly-issued shares of Gores Holdings VI's Class A common stock. In addition to the consideration to be paid at the closing of the business combination, stockholders of Matterport will be entitled to receive their pro rata share of an additional number of earn-out shares from Gores Holdings, issuable in Gores Holdings' Class A common stock and subject to the terms provided in the agreement, up to an aggregate of 23.5 million shares collectively issuable to all Matterport equity holders. The agreement provides for a business combination that will result in Matterport becoming a publicly listed company and intends to remain listed on NASDAQ under the ticker symbol "MTTR". Upon closing of the proposed transaction, the combined company will be named “Matterport, Inc.”. The combined company will have an implied pro forma enterprise value of approximately $2.3 billion and an equity value of approximately $2.9 billion at closing. Concurrently with the consummation of the business combination, additional investors will purchase shares of common stock of Gores Holdings VI in a private placement (PIPE). All existing Matterport stockholders will roll the entirety of their equity holdings into the combined company and are expected to hold approximately 75.1%, PIPE investors will own 10.1%, Gores Holdings VI shareholders and sponsor will own 11.8% and 3% respectively of the issued and outstanding shares of common stock of the combined company immediately following the closing. After giving effect to any redemptions by the public stockholders of Gores Holding VI, the balance of the approximately $345 million in cash held in Gores Holdings VI's trust account, together with the approximately $295 million in PIPE proceeds, net of transaction expenses, will be used to support continued growth of the combined company's business across key verticals. The transaction will result in approximately $615 million of cash added to the balance sheet to fund growth. Following the closing of the business combination, the current senior management of Matterport will comprise the senior management of the Post-Combination Company. The Matterport's management team, led by Chief Executive Officer RJ Pittman, will continue to operate and manage Matterport, James D. Fay will serve as Chief Financial Officer, Jay Remley will serve as Chief Revenue Officer, Japjit Tulsi will serve as Chief Technology Officer, Peter Hébert, Jason Krikorian and Mike Gustafson will serve as directors.

The closing of the transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, regulatory approvals, Gores Holdings having at least $5,000,001 of net tangible assets remaining after the completion of the redemption offer in relation to Gores Holdings Class A common stock in accordance with the terms of the agreement, approval of stockholders of Gores Holdings VI and majority of the stockholders of Matterport, registration statement being declared effective by the Securities and Exchange Commission, receipt of the approval for listing by NASDAQ of the Class A common stock to be issued in connection with the business combination, the Certificate of Incorporation shall be amended and restated in the form of the Gores Holdings VI A&R Charter and the closing Gores Holdings VI cash shall equal or exceed $520 million and the satisfaction or waiver of other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both Gores Holdings VI and Matterport. Matterport Board has recommended shareholders to adopt the merger agreement. Matterport stockholders constituting the Matterport Requisite Approval delivered a written consent approving the transaction and no further approval of Matterport's stockholders is required. As of June 28, 2021, the Securities and Exchange Commission has declared effective Gores Holdings VI's registration statement on Form S-4 in connection with the announced proposed business combination with Matterport, Inc. The merger agreement can be terminated under certain circumstances. The transaction is expected to close in the second quarter of 2021. As of June 28, 2021, the transaction is expected to close by the end of July 2021. Gores Holdings VI will hold a Special Meeting, on July 20, 2021 where stockholders will only be able to access the Special Meeting by means of remote communication at 9:00 a.m., Eastern Time.

Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are acting as financial advisors and capital markets advisors to Gores Holdings VI and as joint lead placement agents on the PIPE. Moelis & Company, LLC acted as financial advisor and provided fairness opinion to the Board of Gores Holdings VI. Kyle C. Krpata, Amy M. Rubin, Anne M. Cappella, Barbra J. Broudy, Chayim D. Neubort, David R. Singh, Gabriel F. Gregson, Gary D. Friedman, Heather L. Emmel, James R. Griffin, Karen N. Ballack, Shawn Brett Cooley, Olivia Greer and Vadim M. Brusser of Weil, Gotshal & Manges, LLP is acting as legal advisors to Gores Holdings VI. Credit Suisse Securities (USA) LLC is serving as exclusive financial advisor and capital markets advisor to Matterport and acted as joint lead placement agent on the PIPE. Ryan J. Maierson, Thomas G. Brandt, Lisa Watts, Julie Crisp, Jason Cruise, Max Hauser, Sydney Smith, Peter Todaro, Les Carnegie, Kieran Dickinson and Jennifer Archie of Latham & Watkins LLP acted as legal advisor to Matterport, Inc. in the transaction and Orrick LLP is serving as Matterport's general corporate counsel. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent while Morrow Sodali LLC acted as information agent for a fee of $32,500, plus disbursements to Gores Holdings. Moelis & Company will receive a fee for its services of $1 million in the aggregate, $0.25 million of which became payable in connection with the delivery of its opinion.

Matterport, Inc. completed the acquisition of Gores Holdings VI, Inc. (NasdaqCM:GHVI) from a group of shareholders in a reverse merger transaction on July 22, 2021. As a result of the Business Combination, Matterport has received approximately $605 million total cash, net of fees and expenses paid in connection with the closing of the Business Combination. This includes approximately $310 million from Gores Holdings VI, net of redemptions, as well as $295 million in proceeds from the financing completed in connection with the announcement of the Business Combination, led by institutional investors including Tiger Global Management, LLC, Senator Investment Group, Dragoneer Investment Group, Fidelity Management & Research Company LLC, funds and accounts managed by BlackRock, Miller Value Partners, Darlington Partners, Untitled Investments, and Lux Capital. As of July 20, 2021, the transaction was approved at a special meeting of Gores Holdings VI stockholders. The combined company will be named Matterport, Inc. and will commence trading on Nasdaq under the new ticker symbol "MTTR" on July 23, 2021.