gsev-10q_20210930.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 September 30, 2021

☐	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	Nasdaq Capital Market
Warrants	GSEVW	Nasdaq Capital Market
Units	GSEVU	Nasdaq Capital Market

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 registrant was not a public company as of June 30, 2020 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of November 12, 2021, 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’ Equity (Deficit) (Unaudited)		5

Statement 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	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	22

PART II—OTHER INFORMATION		23

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

GORES HOLDINGS VII, INC.

BALANCE SHEETS

	September 30, 2021			December 31, 2020
	(unaudited)			(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	532,690		$	—
Deferred offering costs		—			1,999
Prepaid assets		1,369,855			—
Total current assets		1,902,545			1,999
Cash, cash equivalents and other investments held in Trust Account		550,035,436			—
Total assets	$	551,937,981		$	1,999

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accrued expenses, formation and offering costs	$	2,224,979		$	5,999
State franchise tax accrual		150,000			450
Public warrants derivative liability		8,112,500			—
Private warrants derivative liability		5,113,333			—
Notes and advances payable – related party		1,350,000			—
Total current liabilities		16,950,812			6,449
Deferred underwriting compensation		19,250,000			—
Total liabilities	$	36,200,812		$	6,449

Commitments and contingencies
Class A Common Stock subject to possible redemption, 55,000,000 and -0- shares at September 30, 2021 and December 31, 2020, respectively (at redemption value of $10 per share)		550,000,000			—

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, 13,750,000 and -0- shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		1,375			—
Additional paid-in-capital		—			—
Accumulated deficit		(34,264,206	)		(4,450	)

Total stockholders’ equity (deficit)		(34,262,831	)		(4,450	)

Total liabilities and stockholders’ equity (deficit)	$	551,937,981		$	1,999

See accompanying notes to the unaudited, interim financial statements.

GORES HOLDINGS VII, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three				Nine
	Months Ended				Months Ended
	September 30, 2021				September 30, 2021

Revenues		—				—
Professional fees and other expenses		(1,844,167	)			(3,159,009	)
State franchise taxes, other than income tax		(50,000	)			(150,000	)
Gain from change in fair value of warrant liabilities		2,129,583				4,483,333
Allocated expense for warrant issuance cost		—				(607,984	)
Net income from operations		235,416				566,340
Other income - interest income		7,078				35,436
Net income before income taxes	$	242,494		$		601,776
Provision for income tax		—				—
Net income attributable to common shares	$	242,494		$		601,776

Net income/(loss) per ordinary share:
Class A Common Stock - basic and diluted	$	0.00		$		(0.71	)
Class F Common Stock - basic and diluted	$	0.00		$		(0.71	)

See accompanying notes to the unaudited, interim financial statements.

GORES HOLDINGS VII, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Three Months Ended September 30, 2021
	Class A Common Stock				Class F Common Stock							Additional			Accumulated			Stockholders'
	Shares		Amount			Shares			Amount			Paid-In Capital			Deficit			Equity (Deficit)
Balance at July 1, 2021		-	$	-			13,750,000		$	1,375		$	-		$	(34,506,700	)	$	(34,505,325	)
Net income		-		-			-			-			-			242,494			242,494
Balance at September 30, 2021		-	$	-			13,750,000		$	1,375		$	-		$	(34,264,206	)	$	(34,262,831	)

	Nine Months Ended September 30, 2021
	Class A Common Stock				Class F Common Stock							Additional			Accumulated			Stockholders'
	Shares		Amount			Shares			Amount			Paid-In Capital			Deficit			Equity (Deficit)
Beginning Balance at January 1, 2021		-	$	-			-		$	-		$	-		$	(4,450	)	$	(4,450	)
Sale of Class F Common Stock to Sponsor on January 4, 2021 at $0.0001 par value		-		-			11,500,000			1,150			23,850			-			25,000
Stock dividend effected on Class F Common Stock on February 25, 2021		-		-			2,300,000			230			(230	)		-			-
Forfeited Class F Common Stock by Sponsor		-		-			(50,000	)		(5	)		5			-			-
Excess of fair value paid by founders for warrants		-		-			-			-			6,153,334			-			6,153,334
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital		-		-			-			-			(6,176,959	)		-			(6,176,959	)
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit		-		-			-			-			-			(34,861,532	)		(34,861,532	)
Net income		-		-			-			-			-			601,776			601,776
Balance at September 30, 2021		-	$	-			13,750,000		$	1,375		$	-		$	(34,264,206	)	$	(34,262,831	)

See accompanying notes to the unaudited, interim financial statements

GORES HOLDINGS VII, INC.

STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2021

(Unaudited)

Cash flows from operating activities:
Net income	$	601,776
Changes in state franchise tax accrual		149,550
Changes in prepaid assets		(1,369,855	)
Changes in accrued expenses, formation and offering costs		2,220,979
Issuance costs related to warrant liability		607,984
Changes in fair value warrants derivative liabilities		(4,483,333	)
Net cash used in operating activities		(2,272,899	)
Cash flows from investing activities:
Cash deposited in Trust Account		(550,000,000	)
Interest reinvested in the Trust Account		(35,436	)
Net cash used in investing activities		(550,035,436	)
Cash flows from financing activities:
Proceeds from sale of Units in initial public offering		550,000,000
Proceeds from sale of Private Placement Warrants to Sponsor		13,000,000
Proceeds from sale of Class F Common Stock to Sponsor		25,000
Proceeds from notes and advances payable – related party		1,650,000
Repayment of notes and advances payable – related party		(300,000	)
Payment of underwriters’ discounts and commissions		(11,000,000	)
Payment of accrued offering costs		(533,975	)
Net cash provided by financing activities		552,841,025
Increase in cash		532,690
Cash at beginning of period		—
Cash at end of period	$	532,690
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	$	19,250,000
Supplemental disclosure of income and franchise taxes paid:
Cash paid for income and state franchise taxes	$	450

See accompanying notes to the unaudited, interim financial statements.

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