gtpb-10q_20220930.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, 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: 001-40195

GORES TECHNOLOGY PARTNERS II, INC.

(Exact name of registrant as specified in its Charter)

Delaware		85-4380168
(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(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock	GTPB	The Nasdaq Stock Market
Warrants	GTPBW	The Nasdaq Stock Market
Units	GTPBU	The Nasdaq Stock 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 ☐

As of November 8, 2022, there were 46,000,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share, and 11,500,000 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

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	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	25

PART II—OTHER INFORMATION		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

GORES TECHNOLOGY PARTNERS II, INC.

BALANCE SHEETS

	September 30, 2022			December 31, 2021
	(unaudited)			(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	1,001,374		$	101,238
Prepaid assets		460,109			1,187,789
Total current assets		1,461,483			1,289,027
Cash, cash equivalents and other investments held in Trust Account		460,979,569			460,036,871
Total assets	$	462,441,052		$	461,325,898

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accrued expenses, formation and offering costs	$	907,155		$	886,854
State franchise tax accrual		30,000			200,000
Income tax payable		22,373			—
Public warrants derivative liability		1,472,000			12,052,000
Private warrants derivative liability		896,000			7,336,000
Notes and advances payable - related party		1,475,000			925,000
Total current liabilities		4,802,528			21,399,854
Deferred underwriting compensation		16,100,000			16,100,000
Total liabilities	$	20,902,528		$	37,499,854

Commitments and contingencies
Class A Common Stock subject to possible redemption, 46,000,000 and 46,000,000 shares at September 30, 2022 and December 31, 2021, respectively (at redemption value of $10.02 and $10.00 per share, respectively)		460,720,696			460,000,000

Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at September 30, 2022 and December 31, 2021		—			—
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, 11,500,000 and 11,500,000 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		1,150			1,150
Additional paid-in-capital		—			—
Accumulated deficit		(19,183,322	)		(36,175,106	)

Total stockholders’ equity (deficit)		(19,182,172	)		(36,173,956	)

Total liabilities and stockholders’ equity (deficit)	$	462,441,052		$	461,325,898

See accompanying notes to the unaudited, interim financial statements.

GORES TECHNOLOGY PARTNERS II, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Revenues	$	—		$	—		$	—		$	—
Professional fees and other expenses		(390,273	)		(489,102	)		(1,373,116	)		(1,765,674	)
State franchise taxes, other than income tax		(50,000	)		(50,000	)		(150,000	)		(150,000	)
Gain/(loss) from change in fair value of warrant liabilities		3,552,000			8,732,000			17,020,000			(2,960,000	)
Allocated expense for warrant issuance cost		—			—			—			(514,275	)
Net income/(loss) from operations		3,111,727			8,192,898			15,496,884			(5,389,949	)
Other income - interest income		1,570,710			5,919			2,237,969			27,152
Net income/(loss) before income taxes	$	4,682,437		$

SEC Form 10-Q filed by Gores Technology Partners II Inc.