UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 15, 2022

GORES HOLDINGS VIII, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-40105	85-3010982
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


6260 Lookout Road
Boulder, CO		80301
(Address of principal executive offices)		(Zip Code)

(303) 531-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock	GIIX	Nasdaq Capital Market
Warrants	GIIXW	Nasdaq Capital Market
Units	GIIXU	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On December 15, 2022, Gores Holdings VIII, Inc. (the “Company”) announced that it filed a definitive proxy statement relating to a special meeting of stockholders to approve (i) an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”) and (ii) an amendment to the Investment Management Trust Agreement, dated March 1, 2021, by and between the Company and Computershare Trust Company, N.A., as trustee (such proposals together, the “Proposals”), which together would, if implemented, allow the Company to redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and units comprised of one share of Class A Common Stock and one-eighth of one warrant (the “Units” and together with the Class A Common Stock, the “Public Shares”), prior to December 31, 2022 by accelerating the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”) from March 1, 2023 to the later of (x) December 29, 2022 or (y) the date of effectiveness of the Charter Amendment (the “Amended Termination Date”).

If the Proposals are approved, the Company will redeem all Public Shares as promptly as reasonably possible after the Amended Termination Date (the “Mandatory Redemption”). The Company expects to complete the Mandatory Redemption on or around December 30, 2022 if stockholders approve the Proposals. Additionally, the last day of trading of the Public Shares will be December 29, 2022 if stockholders approve the Proposals.

The virtual special meeting will be held on Thursday, December 29, 2022 at 9:00 a.m. Eastern Time, and the record date for the meeting was the close of business (Eastern Time) on December 13, 2022.

In addition, if the Proposals are not approved, the Company will instruct Computershare, Inc., as trustee, to liquidate the U.S. government securities or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until liquidation. As a result, following such liquidation, the Company will likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are filed with this Form 8-K:


Exhibit Number		Description of Exhibit

99.1		Press Release, dated December 15, 2022

104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Gores Holdings VIII, Inc.

Date: December 15, 2022

/s/ Andrew McBride

Andrew McBride

Chief Financial Officer and Secretary

Gores Holdings VIII Inc. 8-K