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): ~~November~~December 2315, 2022

GORES HOLDINGS VII, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40091	85-3010689
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

6260 Lookout Road Boulder, CO	80301
6260 Lookout Road,Boulder, CO		80301
(Address of principal executive offices)	~~(Zip Code)~~	(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 filing 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~~TradingSymbol(s) ~~Symbols~~ Name of each ~~exchange~~exchangeon on which registered Class A Common Stock GSEV Nasdaq Capital Market Warrants GSEVW Nasdaq Capital Market Units GSEVU 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 81.01 ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

OnThe ~~November~~information ~~23,~~set ~~2022,~~forth ~~Gores~~in ~~Holdings~~Item ~~VII, Inc~~3.03 ~~(the~~of ~~“Company”)~~this ~~filed~~Current aReport ~~definitive~~on ~~proxy~~Form ~~statement~~8-K ~~relating~~related to athe ~~special meeting of stockholders to approve (i) an~~ amendment ~~to the Company’s amended and restated certificate~~ of ~~incorporation (~~the ~~“Charter”) and (ii) an amendment to the Investment Management~~ Trust Agreement, ~~dated February 25, 2021, by and between the Company and Computershare Trust Company, N.A.,~~ (as ~~trustee~~defined ~~(such proposals together, the “Proposals”~~below), ~~which~~is ~~together~~incorporated ~~would,~~herein ~~if implemented, allow the Company to redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), prior to December 31, 2022~~ by changing 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 February 25, 2023 to the later of (x) December 15, 2022 or (y) the date of effectiveness of the second amended and restated charter (the “Amended Termination Date”)reference.

If the Proposals are approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will redeem all Public Shares as promptly as reasonably possible after the Amended Termination Date (the “Mandatory Redemption”)Item 3.03 ~~The~~Material ~~Company~~Modification ~~expects~~ to ~~complete~~Rights ~~the Mandatory Redemption on or around December 16, 2022 if stockholders approve the Proposals. Additionally, the last day~~ of ~~trading~~Security ~~of the Public Shares will be December 15, 2022 if stockholders approve the Proposals~~Holders.

The ~~virtual~~information ~~special~~set ~~meeting~~forth ~~will~~in beItem ~~held on Thursday, December 15, 2022 at~~ 8~~:30 a~~.m.01 ~~Eastern~~of ~~Time,~~this ~~and~~Current ~~the~~Report ~~record~~on ~~date~~Form ~~for~~8-K ~~the~~is ~~meeting~~incorporated ~~was~~herein ~~the~~by ~~close of business (Eastern time) on November 22, 2022~~reference.

~~Forward~~At the special meeting of stockholders of Gores Holdings VII, Inc. (the “Company”) held on December 15, 2022 (the “Special Meeting”) stockholders of the Company approved (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) and (ii) an amendment to the Investment Management Trust Agreement, dated February 25, 2021, by and between the Company and Computershare Trust Company, N.A., as trustee (the “Trust Agreement”), to 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-~~Looking~~eighth ~~Statements~~of one warrant (the “Units” and together with the Class A Common Stock, the “Public Shares”) in advance of the Company’s contractual expiration date of February 25, 2023 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 February 25, 2023 to the later of (x) December 15, 2022 or (y) the date of effectiveness of the Charter Amendment (the “Amended Termination Date”).

~~This~~The ~~Current~~Company ~~Report~~filed onthe ~~Form~~Charter ~~8-K~~Amendment ~~includes~~with ~~certain forward-looking statements within~~ the ~~meaning~~Secretary of ~~the~~State ~~Private Securities Litigation Reform Act~~ of ~~1995, including statements relating to~~ the ~~proposed~~State ~~early ceasing~~ of ~~operations~~Delaware ofon ~~the~~December 15, ~~Company~~2022. ~~These~~The ~~forward-looking~~foregoing ~~statements~~descriptions ~~involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the receipt~~ of the ~~requisite~~Charter ~~stockholder~~Amendment ~~approval~~and ~~to effect~~ the amendment to the ~~Company’s~~Trust ~~Charter.~~Agreement ~~These~~do ~~forward-looking~~not ~~statements~~purport ~~speak~~to ~~only~~be ascomplete ~~of the date of Current Report on Form 8-K,~~ and ~~the~~are ~~Company~~qualified ~~expressly~~in ~~disclaims~~their ~~any~~entirety ~~obligation~~by orreference ~~undertaking~~ to ~~disseminate~~Exhibits any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based3.1 ~~Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K~~ and ~~Quarterly Reports on Form~~ 10-Q.1, ~~for~~respectively, ~~risks and uncertainties related to the Company’s business~~ which ~~may~~are ~~affect~~incorporated ~~the~~herein ~~statements~~by ~~made in this Current Report on Form 8-K~~reference.

~~Additional~~Item 5.07 ~~Information~~Submission of Matters to a Vote of Security Holders.

~~Nothing~~At in the ~~foregoing~~Special ~~communication~~Meeting, ~~shall~~a ~~constitute~~total aof ~~solicitation~~54,512,710 to(79.29%) ~~buy~~of orthe anCompany’s ~~offer~~issued toand ~~sell~~outstanding ~~any~~shares of ~~the~~common ~~Company’s~~stock ~~securities.~~held ~~The~~of ~~Company’s~~record ~~stockholders~~at ~~and~~the ~~other~~close ~~investors~~of ~~are~~business ~~urged~~on toNovember 22, ~~read~~2022, the ~~definitive~~record ~~proxy~~date ~~statement~~for the Special Meeting, were present either in person or by proxy, which ~~has~~constituted ~~been~~a ~~filed~~quorum. ~~with~~The ~~the~~Company’s ~~Securities~~stockholders ~~and~~voted ~~Exchange~~on ~~Commission~~the following proposals (collectively, the “~~SEC~~Proposals”) ~~because~~at itthe ~~will~~Special ~~contain~~Meeting, ~~important~~which ~~information~~are ~~relating~~described toin more detail in the ~~foregoing.~~definitive ~~Copies~~proxy statement of the Company’s ~~SEC~~filed ~~filings~~with ~~are~~the ~~available~~Securities ~~free~~and ofExchange ~~charge~~Commission aton ~~the~~November 23, ~~SEC’s~~2022 ~~website~~ (~~http://www.sec.gov~~as supplemented from time to time, the “Proxy Statement”).

~~Participants~~Proposal inNo. 1 – The Charter Amendment Proposal – to adopt the Charter Amendment to amend the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a ~~Solicitation~~merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from February 25, 2023 to the Amended Termination Date.

The directors and executive officers of the Company and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals to be vote on at the special meeting. Information regarding the directors and executive officers of the company is available in its definitive proxy statement, which was filed with the SEC on November 23, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials. Free copies of these documents may be obtained as described in the preceding paragraph.


For	Against	Abstain	Broker Non-Votes
54,503,707	9,003	0	0

OnProposal ~~November~~No. ~~23,~~2 ~~2022,~~– ~~Gores~~The ~~Holdings~~Trust ~~VII,~~Amendment ~~Inc.~~Proposal ~~(the~~– ~~“Company”) announced that it had filed a definitive proxy statement relating~~ to aamend ~~special meeting of stockholders to approve (i) an amendment to~~ the ~~Company’s Amended and Restated Certificate of Incorporation (“Charter”) and (ii) an amendment to the Investment Management~~ Trust Agreement, ~~dated February 25, 2021, by and between the Company and Computershare Trust Company, N.A., as trustee, which would, if implemented, allow the Company~~ to ~~redeem~~change ~~all of its outstanding public shares and liquidate before December 31, 2022, in advance of~~ the ~~automatic termination~~ date ~~in its current Charter of February 25, 2023. The virtual special meeting will be held~~ on ~~Thursday,~~which ~~December 15, 2022 at 8:30 a.m. Eastern Time, and~~ the ~~record~~trustee ~~date~~must ~~for~~commence ~~the~~liquidation ~~meeting is the close~~ of ~~business (New York time) on November 22, 2022. A copy of~~ the ~~press~~trust ~~release~~account isestablished ~~filed herewith as Exhibit 99.1~~ in ~~compliance~~connection with ~~Rule 14a-12 under~~ the ~~Securities~~Company’s ~~Exchange~~initial ~~Act~~public ofoffering ~~1934,~~to asthe ~~amended,~~Amended ~~and~~Termination ~~is incorporated herein by reference~~Date.


For	Against	Abstain	Broker Non-Votes
54,503,507	9,003	200	0

~~SIGNATURE~~As there were sufficient votes to approve the Proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.

Item 8.01 Other Events

Since the Proposals were approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will be obligated to redeem all Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date (the “Mandatory Redemption”) and the Company’s warrants will expire worthless. The Company expects to complete the Mandatory Redemption on or around December 16, 2022 at a per-share redemption price of approximately $10.01.

On December 15, 2022, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation

10.1		Amendment to the Trust Agreement

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

SIGNATURES

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 VII, Inc.

Date: December 16, 2022

GORES HOLDINGS VII, INC.

Date: November 23, 2022

/s/ Andrew McBride

/s/ Andrew McBride

Andrew McBride

Chief Financial Officer and Secretary

Filing Compare · Gores Holdings VII Inc.