GSEVU / Gores Holdings VII Inc - Units (1 Ord Share Class A & 1/8 War) - Документы SEC, Годовой отчет, Доверенное заявление

Gores Holdings VII Inc / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gores Holdings VII, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 38286T101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-40091 GORES HOLDINGS VII, INC. (Exact name of registrant as specified in it

Amendment to the Trust Agreement

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 15, 2022, is made by and between Gores Holdings VII, Inc., a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company (the ?Trustee?), and amends that certain Investment Man

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 VII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40091 85-3010689 (State or Other Jurisdiction of Incorporation) (Commiss

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VII, INC. GORES HOLDINGS VII, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Gores Holdings VII, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secret

Other Events

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 23, 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) (Commiss

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 23, 2022 GORES HOLDINGS

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 23, 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) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40091 GORES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

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Exhibit 99.1 Gores Holdings VII, Inc. Files Preliminary Proxy Statement to Obtain Stockholder Approval to Liquidate in 2022 BOULDER, CO, November 3, 2022?Gores Holdings VII, Inc. (NASDAQ: GSEV, GSEVU, GSEVW) (the ?Company?) announced today that it has filed a preliminary proxy statement to seek stockholder approval to adopt an amendment to its Amended and Restated Certificate of Incorporation (?Ch

Financial Statements and Exhibits, Other Events

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 3, 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) (Commissi

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 3, 2022 GORES HOLDINGS V

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 3, 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) (Commissi

Gores Holdings VII Inc / GUGGENHEIM CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gores Holdings VII, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38286T101 (CUSIP Number) August 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40091 GORES HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40091 GORES HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40091 GORES HOLDINGS

Gores Holdings VII Inc / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gores Holdings VII, Inc (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 38286T101 (CUSIP Number) March 11, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

Gores Holdings VII Inc / Sculptor Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GORES HOLDINGS VII, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38286T101 (CUSIP Number) February 23, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Gores Holdings VII Inc / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Gores Holdings VII, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 38286T101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Gores Holdings VII Inc / GUGGENHEIM CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Gores Holdings VII, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38286T101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of the 11th day of February, 2022, among Gores Sponsor VII LLC, AEG Holdings, LLC and Alec Gores (collectively, the ?Joint Filers?).

Gores Holdings VII Inc / Gores Sponsor VII LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gores Holdings VII, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 38286T101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40091 GORES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40091 GORES HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40091 GORES HOL

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): June 4, 2021 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 F

Gores Holdings VII, Inc. Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 Gores Holdings VII, Inc. Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report BOULDER, CO, May 27, 2021 ? Gores Holdings VII, Inc. (Nasdaq: GSEV) (the ?Company?), announced today that, on May 21, 2021, it received a notice (?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) stating that the Company is not in compliance with Na

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): May 21, 2021 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 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: : March 31, 2021 ☐ Tr

NT 10-Q 1 d163175dnt10q.htm NT 10-Q OMB APPROVAL Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER 001-40091 CUSIP NUMBER 38286T200 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-C

Gores Holdings VII, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing April 15, 2021

Exhibit 99.1 Gores Holdings VII, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing April 15, 2021 BOULDER, CO, April 13, 2021 ? Gores Holdings VII, Inc. (Nasdaq: GSEVU) (the ?Company?), a blank check company sponsored by an affiliate of The Gores Group, LLC, today announced that, commencing April 15, 2021, holders of the units sold in the Company?s initial pub

Financial Statements and Exhibits, Other Events

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): April 13, 2021 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

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Gores Holdings VII, Inc.: Opinion on the Financial Statement We have audited the accompanying balance sheet of Gores Holdings VII, Inc. (the Company) as of February 25, 2021, and the related notes (collectively, the financial statement). In our opinion, the financial statement presents f

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2021 GORES HOLDINGS VII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40091 85-3010689 (State or other jurisdiction of inc

GORES HOLDINGS VII, INC. NOTES TO BALANCE SHEET

Exhibit 99.1 GORES HOLDINGS VII, INC. NOTES TO BALANCE SHEET 1. Organization and Business Operations Organization and General Gores Holdings VII, Inc. (the ?Company?) was incorporated in Delaware on September 14, 2020. The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business comb

Financial Statements and Exhibits, Other Events

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): February 25, 2021 GORES HOLDINGS VII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40091 85-3010689 (State or other jurisdiction of incorporation) (Commiss

Administrative Services Agreement, dated February 22, 2021, between the Company and The Gores Group, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).

Exhibit 10.4 Gores Holdings VII, Inc. 6260 Lookout Road Boulder, CO 80301 February 22, 2021 The Gores Group, LLC 6260 Lookout Road Boulder, CO 80301 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Gores Holdings VII, Inc. (the ?Company?) and The Gores Group, LLC (?The Gores Group?), an affiliate of the Company?s sponsor, Gores Sponsor VII LLC, dated as of the

Warrant Agreement, dated February 25, 2021, between the Company and Computershare, Inc., as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).

Exhibit 4.1 WARRANT AGREEMENT between GORES HOLDINGS VII, INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 25, 2021, is by and between Gores Holdings VII, Inc., a Delaware corporation (the ?Company?), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., federally chartered trust company, colle

Gores Holdings VII, Inc. Announces Pricing of Upsized $480 Million Initial Public Offering

Exhibit 99.1 FOR IMMEDIATE RELEASE Gores Holdings VII, Inc. Announces Pricing of Upsized $480 Million Initial Public Offering BOULDER, CO, February 23, 2021 ? Gores Holdings VII, Inc. (the ?Company?), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more busi

Form of Indemnity Agreement between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021 by and between GORES HOLDINGS VII, INC., a Delaware corporation (the ?Company?), and the undersigned (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with

Registration Rights Agreement, dated February 25, 2021, among the Company, Gores Sponsor VII LLC and certain other security holders named therein (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).

Exhibit 10.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 25, 2021, is made and entered into by and among Gores Holdings VII, Inc., a Delaware corporation (the ?Company?), Gores Sponsor VII LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page he

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VII, INC. February 22, 2021 Gores Holdings VII, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Gores Holdings VII, Inc.?. The original certificate of incorporation of the Corporation was filed wit

Gores Holdings VII, Inc. Completes $550 Million Initial Public Offering

Exhibit 99.2 FOR IMMEDIATE RELEASE Gores Holdings VII, Inc. Completes $550 Million Initial Public Offering BOULDER, CO, February 25, 2021 ? Gores Holdings VII, Inc. (the ?Company?), a blank check company sponsored by an affiliate of The Gores Group, LLC, a global investment firm founded in 1987 by Alec Gores, and formed for the purpose of entering into a merger, capital stock exchange, asset acqui

Financial Statements and Exhibits, Other Events

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): February 22, 2021 GORES HOLDINGS VII, INC. (Exact name of registrant as specified in its charter) Delaware 001-40091 85-3010689 (State or other jurisdiction of incorporation) (Commiss

Investment Management Trust Agreement, dated February25, 2021, between the Company and Computershare, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).

Exhibit 10.1 EXECUTION VERSION INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 25, 2021 by and between Gores Holdings VII, Inc., a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Forms

Form of Letter Agreement by and between the Company and each of its officers and directors, and Gores Sponsor VII LLC (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).

Exhibit 10.5 [?], 2021 Gores Holdings VII, Inc. 6260 Lookout Road Boulder, CO 80301 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Gores Holdings VII, Inc., a Delaware corporation (the ?Company?), and Deutsche Bank Securities In

Sponsor Warrants Purchase Agreement, dated February 22, 2021, between the Company and Gores Sponsor VII LLC (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).

Exhibit 10.3 EXECUTION VERSION SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of February 22, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Gores Holdings VII, Inc., a Delaware corporation (the ?Company?), and Gores Sponsor VII LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS: The Comp

48,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252272 $480,000,000 48,000,000 Units Gores Holdings VII, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus

- S-1MEF

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

- 8-A12B

8-A12B 1 d103351d8a12b.htm 8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GORES HOLDINGS VII, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3010689 (State or other jurisdiction of Incorporation or Organization) (I.R.S.

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on February 18, 2021. Registration No. 333-252272 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to 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 (State or Other Jurisdiction o

Form of Investment Management Trust Agreement between Computershare Trust Company, N.A. and the Registrant.

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February [?], 2021 by and between Gores Holdings VII, Inc., a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-2522

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VII, INC. [?], 2021 Gores Holdings VII, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Gores Holdings VII, Inc.?. The original certificate of incorporation of the Corporation was filed with the Se

Form of Warrant Agreement between Computershare Inc. and Computershare Trust Company, N.A. and the Registrant (incorporated by reference to Exhibit 4.4 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252272), filed with the Securities and Exchange Commission on February 18, 2021).

Exhibit 4.4 WARRANT AGREEMENT between GORES HOLDINGS VII, INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February [?], 2021, is by and between Gores Holdings VII, Inc., a Delaware corporation (the ?Company?), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., federally chartered trust company, coll

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 40,000,000 Units Gores Holdings VII, Inc. UNDERWRITING AGREEMENT [•], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Gores Holdings VII, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes,

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1 filed by the Registrant on January 20, 2021).

EX-4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW GORES HOLDINGS VII, INC. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) e

Consent of Keith Covington.

EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Gores Holdings VII, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Gores

Form of Investment Management Trust Agreement between Computershare Trust Company, N.A. and the Registrant.

EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Gores Holdings VII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a Delaware corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-[•] (the “Registra

Consent of Randall Bort.

EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Gores Holdings VII, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Gores

Promissory Note, dated January 4, 2021, issued to Gores Sponsor VII LLC (incorporated by reference to Exhibit 10.1 to the Form S-1 filed by the Registrant on January 20, 2021).

EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Consent of Elizabeth Marcellino.

EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Gores Holdings VII, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Gores

Form of Warrant Agreement between Computershare Trust Company, N.A. and the Registrant.

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between GORES HOLDINGS VII, INC. and Computershare Trust Company, N.A. THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Gores Holdings VII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a Delaware corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1 filed by the Registrant on January 20, 2021).

EX-4.2 Exhibit 4.2 NUMBER NUMBER C-SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] GORES HOLDINGS VII, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF GORES HOLDINGS VII, INC. (THE “CORPORATION”) transferable on the books of th

By Laws (incorporated by reference to Exhibit 3.3 filed with the Form S-1 filed by the Registrant on January 20, 2021).

EX-3.3 Exhibit 3.3 BYLAWS OF GORES HOLDINGS VII, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in

Form of Amended and Restated Certificate of Incorporation.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VII, INC. [●], 2021 Gores Holdings VII, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gores Holdings VII, Inc.”. The original certificate of incorporation of the Corporation was filed with

Form of Code of Ethics.

EX-14.1 Exhibit 14.1 CODE OF ETHICS OF GORES HOLDINGS VII, INC. 1. Introduction The Board of Directors (the “Board”) of Gores Holdings VII, Inc. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) to: • promote honest and ethi

Securities Subscription Agreement, dated January 4, 2021, between the Registrant and Gores Sponsor VII LLC (incorporated by reference to Exhibit 10.5 filed with the Form S-1 filed by the Registrant on January 20, 2021).

EX-10.5 Exhibit 10.5 Gores Holdings VII, Inc. 6260 Lookout Road Boulder, CO 80301 Gores Sponsor VII LLC 6260 Lookout Road Boulder, CO 80301 January 4, 2021 RE: Securities Subscription Agreement Ladies and Gentlemen: Gores Holdings VII, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor VII LLC, a Delaware limited liability company (the “Subscriber” or “you”)

Form of Letter Agreement among The Gores Group, LLC, the Registrant and its officers and directors and Gores Sponsor VII LLC.

EX-10.2 Exhibit 10.2 [●], 2021 Gores Holdings VII, Inc. 6260 Lookout Road Boulder, CO 80301 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gores Holdings VII, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Secur

Power of Attorney (included on signature page of this Registration Statement).*

S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on January 20, 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 (State or Other Jurisdiction of Incorporation or Or

Form of Audit Committee Charter.

EX-99.1 Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GORES HOLDINGS VII, INC. ADOPTED AS OF [•], 2021 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Gores Holdings VII, Inc. (the “Company”) is to oversee the accounting and financial reporting processes of the Company and its subsidiaries and th

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1 filed by the Registrant on January 20, 2021).

EX-4.1 Exhibit 4.1 NUMBER UNITS U SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] GORES HOLDINGS VII, INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-EIGHTH OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Gor

Certificate of Incorporation.

EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VII, INC. September 14, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Gores Holdings VII, Inc. (the “Corporati

Form of Registration Rights Agreement among the Registrant and certain security holders.

EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Gores Holdings VII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VII LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such pa

Form of Compensation Committee Charter.

EX-99.2 Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GORES HOLDINGS VII, INC. ADOPTED AS OF [•], 2021 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Gores Holdings VII, Inc. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, i

Form of Indemnity Agreement.

EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021 by and between GORES HOLDINGS VII, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provid

Form of Administrative Services Agreement between the Registrant and The Gores Group, LLC.

EX-10.8 Exhibit 10.8 Gores Holdings VII, Inc. 6260 Lookout Road Boulder, CO 80301 [•], 2021 The Gores Group, LLC 6260 Lookout Road Boulder, CO 80301 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Gores Holdings VII, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor VII LLC, dated as of the

Form of Sponsor Warrants Purchase Agreement between the Registrant and Gores Sponsor VII LLC.

EX-10.6 Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings VII, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VII LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company intends to con