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

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM

Commission File Number:

001-39790

MATTERPORT, INC.

(Exact name of registrant as specified in its Charter)


Delaware		85-1695048
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

352 East Java Drive
Sunnyvale, CA		94089
(Address of principal executive offices)		(Zip Code)

(650)

641-2241

(Registrant’s telephone number, including area code)

Gores Holdings VI, Inc.

6200 Lookout Road

Boulder, CO 80301

(Former Name or Former Address, if Changed Since Last Report)

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	MTTR	The Nasdaq Stock Market LLC
Warrants	MTTRW	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 ☐

As of August

, 2021, there were 241,956,549 shares of the Company’s Class A common stock, par value $0.0001 per share, issued and outstanding.


		Page
PART I—FINANCIAL INFORMATION			4

Item 1.	Financial Statements		4

	Condensed Balance Sheet (Unaudited)		4

	Condensed Statement of Operations (Unaudited)		5

	Condensed Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited)		6

	Condensed Statement of Cash Flows (Unaudited)		7

	Notes to Condensed Interim Financial Statements (Unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19

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		24

Item 3.	Defaults Upon Senior Securities		25

Item 4.	Mine Safety Disclosures		25

Item 5.	Other Information		25

Item 6.	Exhibits		26


	June 30, 2021			December 31, 2020
	(unaudited)			(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	381,644		$	633,266
Prepaid assets		696,434			897,754

Total current assets		1,078,078			1,531,020
Deferred tax asset		—			26,273
Investments and cash held in Trust Account		345,030,934			345,008,625

Total assets	$	346,109,012		$	346,565,918

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accrued expenses, formation and offering costs	$	3,632,513		$	475,462
Related party note		1,100,000			—
State franchise tax accrual		77,923			55,241
Public warrants derivative liability		41,331,000			11,040,000
Private warrants derivative liability		26,655,500			7,120,000

Total current liabilities		72,796,936			18,690,703
Deferred underwriting compensation		12,075,000			12,075,000

Total liabilities	$	84,871,936		$	30,765,703

Commitments and contingencies
Class A Common Stock subject to possible redemption, 34,500,000 shares (at redemption value of $10 per share)		345,000,000			345,000,000
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding		—			—
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, 8,625,000 shares issued and outstanding		863			863
Additional paid-in-capital		—			—
Accumulated deficit		(83,763,787	)		(29,200,648	)

Total stockholders’ equity (deficit)		(83,762,924	)		(29,199,785	)

Total liabilities and stockholders’ equity (deficit)	$	346,109,012		$	346,565,918


	Three			Six
	Months Ended			Months Ended
	June 30, 2021			June 30, 2021
Professional fees and other expenses		(1,385,578	)		(4,624,546	)
State franchise taxes, other than income tax		(50,000	)		(100,000	)
Change in fair value of warrant liability		(23,154,000	)		(49,826,500	)

Net loss from operations		(24,589,578	)		(54,551,046	)
Other income—interest income		8,603			22,310

Loss before income taxes	$	(24,580,975	)	$	(54,528,736	)

Income tax valuation allowance		—			(26,273	)

Net loss attributable to common shares	$	(24,580,975	)	$	(54,555,009	)

Net loss per ordinary share:
Class A Common Stock—basic and diluted	$	(0.57	)	$	(1.27	)

Class F Common Stock—basic and diluted	$	(0.57	)	$	(1.27	)


	Three Months Ended June 30, 2021
	Class A Common Stock				Class F Common Stock				Additional					Stockholders’
	Shares		Amount		Shares		Amount		Paid- In Capital		Accumulated Deficit			Equity (Deficit)
Balance at April 1, 2021		—	$	—		8,625,000	$	863	$	—	$	(59,182,812	)	$	(59,181,949	)
Net loss		—		—		—		—		—		(24,580,975	)		(24,580,975	)

Balance at June 30, 2021		—	$	—		8,625,000	$	863	$	—	$	(83,763,787	)	$	(83,762,924	)


	Six Months Ended June 30, 2021
	Class A Common Stock				Class F Common Stock				Additional					Stockholders’
	Shares		Amount		Shares		Amount		Paid-In Capital		Accumulated Deficit			Equity (Deficit)
Balance at January 1, 2021		—	$	—		8,625,000	$	863	$	—	$	(29,200,648	)	$	(29,199,785	)
Subsequent measurement under ASC 480-10-S99 against accumulated deficit		—		—		—		—		—		(8,130	)		(8,130	)
Net loss		—		—		—		—		—		(54,555,009	)		(54,555,009	)

Balance at June 30, 2021		—	$	—		8,625,000	$	863	$	—	$	(83,763,787	)	$	(83,762,924	)


	Six
	Months Ended
Cash flows from operating activities:	June 30, 2021
Net loss	$	(54,555,009	)
Changes in state franchise tax accrual		22,682
Changes in prepaid assets		201,320
Changes in accrued expenses, formation and offering costs		3,157,051
Change in fair value of warrant liability		49,826,500
Changes in deferred income tax		26,273

Net cash used in operating activities		(1,321,183	)

Cash used in investing activities:
Interest and dividends reinvested in the Trust Account		(22,309	)

Net cash used in investing activities		(22,309	)

Cash flows from financing activities:
Proceeds from notes and advances payable – related party		1,100,000
Payment of issuance expenses		(8,130	)

Net cash provided by financing activities		1,091,870

Increase in cash		(251,622	)
Cash at beginning of period		633,266

Cash at end of period	$	381,644

Supplemental disclosure of income and franchise taxes paid:
Cash paid for income and state franchise taxes	$	77,318


	For the Three Months Ended June 30, 2021						For the Six Months Ended June 30, 2021
	Class A			Class F			Class A			Class F
Basic and diluted net income/(loss) per share:
Numerator:
Allocation of net income/(loss)	$	(19,664,780	)	$	(4,916,195	)	$	(43,650,511	)	$	(10,912,628	)

Denominator:
Weighted-average shares outstanding		34,500,000			8,625,000			34,500,000			8,625,000
Basic and diluted net income/(loss) per share	$	(0.57	)	$	(0.57	)	$	(1.27	)	$	(1.27	)


	As of June 30, 2021
Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants	$	(10,557,000	)
Class A shares issuance costs	$	(19,266,180	)

Plus:
Accretion of carrying value to redemption value	$	(29,823,180	)

Contingently redeemable Class A Common Stock	$	345,000,000


Volatility		21.0	%
Risk-free interest rate		0.43	%
Warrant exercise price	$	11.50
Expected term		5.5


	Private Placement Warrants		Public Warrants		Total Warrant Liabilities
Fair value at December 31, 2020	$	7,120,000	$	11,040,000	$	18,160,000
Change in fair value		19,535,500		30,291,000		49,826,500
Fair value at June 30, 2021	$	26,655,500	$	41,331,000	$	67,986,500


Description	June 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments and cash held in Trust Account	$	345,030,934	$	345,030,934	$	—	$	—
Public warrants		41,331,000		41,331,000		—		—
Private placement warrants		26,655,500		—		26,655,500		—

Total	$	413,017,434	$	386,361,934	$	26,665,500	$	—


	MATTERPORT, INC.

Date: August 16, 2021	By:	/s/ R.J. Pittman
		R.J. Pittman
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of February 7, 2021, by and among Gores Holdings VI, Inc., Maker Merger Sub, Inc., Maker Merger Sub II, LLC and Matterport, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2021).

3.1		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 December 16, 2020).

3.2		Bylaws (incorporated by reference to Exhibit 3.3 filed with the Form S-1 filed by the Registrant on October 5, 2020).

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1 filed by the Registrant on October 5, 2020).

4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1 filed by the Registrant on October 5, 2020).

4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1 filed by the Registrant on October 5, 2020).

4.4		Warrant Agreement, dated December 15, 2020, between the Company and Continental Stock Transfer & Trust Company, 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 December 16, 2020).

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101		The following financial statements from the Quarterly Report on Form 10-Q of Gores Holdings VI, Inc. for the quarter ended June 30, 2021, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Balance Sheets, (ii) Statement of Income, (iii) Statement of Changes in Stockholders’ Equity, (iv) Statement of Cash Flows and (v) Notes to Financial Statements.

Exhibit 104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SEC Form 10-Q filed by Gores Holdings VI, Inc.