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EX-23.1 - EX-23.1 - Gores Holdings VII Inc.d123435dex231.htm
EX-5.1 - EX-5.1 - Gores Holdings VII Inc.d123435dex51.htm

As filed with the Securities and Exchange Commission on February 22, 2021.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GORES HOLDINGS VII, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   85-3010689

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

 

6260 Lookout Road

Boulder, CO 80301

(303) 531-3100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Alec Gores

Chairman

6260 Lookout Road

Boulder, CO 80301

Telephone: (303) 531-3100

Facsimile: (303) 531-3200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Heather L. Emmel, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Tel: (212) 310-8000

Fax: (212) 310-8007

 

Paul D. Tropp, Esq.

Christopher J. Capuzzi, Esq.

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Tel: (212) 596-9000

Fax: (212) 596-9090

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-252272

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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 definitions 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 7(a)(2)(B) of the Securities Act.  ☐


 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Security to be Registered

 

Amount

to be

Registered

 

Proposed

Maximum

Offering Price

per Security(1)

 

Proposed

Maximum

Aggregate

Offering Price(1)

 

Amount of

Registration Fee

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-eighth of one warrant(2)

  9,200,000 Units   $10.00   $92,00,000   $10,038

Shares of Class A common stock included as part of the units(3)

  9,200,000 Shares       (4)

Warrants included as part of the units(3)

  1,150,000 Warrants       (4)

Total

          $92,000,000   $10,038(5)

 

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333- 252272). Includes 1,200,000 units, consisting of 1,200,000 Class A common stock and 150,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)

No fee pursuant to Rule 457(g).

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $460,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-2522722), which was declared effective by the Securities and Exchange Commission on February 22, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $92,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Gores Holdings VII, Inc., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252272) (the “Prior Registration Statement”), initially filed by the Registrant on January 20, 2021 and declared effective by the Securities and Exchange Commission on February 22, 2021. This Registration Statement covers the registration of an additional 9,200,000 of the Registrant’s units (including 1,200,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any), each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one-eighth of one warrant, each whole warrant entitling the holder thereof to purchase one share of the Registrant’s Class A common stock. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-252272) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit

No.

  

Description

5.1    Opinion of Weil, Gotshal & Manges LLP, Counsel to the Registrant.
23.1    Consent of KPMG LLP.
23.2    Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
24    Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-252272) filed on January 20, 2021.

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boulder, State of Colorado on the 22nd day of February 2021.

 

GORES HOLDINGS VII, INC.
By:  

/s/ Mark Stone

Name: Mark Stone
Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name

  

Position

  

Date

*

Mark Stone

   Chief Executive Officer (Principal Executive Officer)    February 22, 2021

/s/ Andrew McBride

Andrew McBride

   Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)    February 22, 2021

*

Alec Gores

   Chairman    February 22, 2021

/s/ Randall Bort

Randall Bort

   Director    February 22, 2021

/s/ Keith Covington

Keith Covington

   Director    February 22, 2021

/s/ Elizabeth Marcellino

Elizabeth Marcellino

   Director    February 22, 2021

 

*By:  

/s/ Andrew McBride

  Andrew McBride
  Attorney-in-Fact