gsev-10q_20220630.htm

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

☐	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 VII, INC.

(Exact name of registrant as specified in its Charter)

Delaware		85-3010689
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

(310) 209-3010

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock	GSEV	The Nasdaq Stock Market LLC
Warrants	GSEVW	The Nasdaq Stock Market LLC
Units	GSEVU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 definition 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the registrant’s Class A Common Stock outstanding, other than shares held by persons who may be deemed affiliates of the registration, at June 30, 2021, computed by reference to the closing price for the Class A Common Stock on such date, as reported on the Nasdaq Stock Market LLC, was, $545.1m.

As of August 11, 2022, there were 55,000,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share, and 13,750,000 shares of the Company’s Class F common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

Balance Sheets (Unaudited)		3

Statements of Operations (Unaudited)		4

Statements of Changes in Stockholders’ Deficit (Unaudited)		5

Statements of Cash Flows (Unaudited)		6

Notes to Interim Financial Statements (Unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	23

PART II—OTHER INFORMATION		24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

GORES HOLDINGS VII, INC.

BALANCE SHEETS

	June 30, 2022			December 31, 2021
	(unaudited)			(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	107,354		$	323,050
Prepaid assets		664,550			1,103,707
Total current assets		771,904			1,426,757
Cash, cash equivalents and other investments held in Trust Account		550,615,449			550,047,057
Total assets	$	551,387,353		$	551,473,814

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses, formation and offering costs	$	2,168,354		$	2,182,321
State franchise tax accrual		20,000			200,225
Public warrants derivative liability		3,162,500			9,418,750
Private warrants derivative liability		1,993,333			5,936,666
Notes and advances payable – related party		1,700,000			1,350,000
Total current liabilities		9,044,187			19,087,962
Deferred underwriting compensation		19,250,000			19,250,000
Total liabilities	$	28,294,187		$	38,337,962

Commitments and contingencies
Class A Common Stock subject to possible redemption, 55,000,000 and 55,000,000 shares at June 30, 2022 and December 31, 2021, respectively (at redemption value of $10 per share)		550,000,000			550,000,000

Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at June 30, 2022 and December 31, 2021, respectively		—			—
Common stock
Class A Common Stock, $0.0001 par value; 400,000,000 shares authorized		—			—
Class F Common Stock, $0.0001 par value; 40,000,000 shares authorized, 13,750,000 and 13,750,000 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		1,375			1,375
Additional paid-in-capital		—			—
Accumulated deficit		(26,908,209	)		(36,865,523	)

Total stockholders’ deficit		(26,906,834	)		(36,864,148	)

Total liabilities and stockholders’ deficit	$	551,387,353		$	551,473,814

See accompanying notes to the unaudited, interim financial statements.

GORES HOLDINGS VII, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

Three

Six

Months Ended

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

SEC Form 10-Q filed by Gores Holdings VII Inc.