gtpa-10q_20220331.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 March 31, 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: 001-40194

GORES TECHNOLOGY PARTNERS, INC.

(Exact name of registrant as specified in its Charter)

Delaware		85-4306029
(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	GTPA	The Nasdaq Stock Market, LLC
Warrants	GTPAW	The Nasdaq Stock Market, LLC
Units	GTPAU	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 registrant, 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 $276.38m.

As of May 16, 2022, there were 27,500,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share, and 6,875,000 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	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

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	24

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

GORES TECHNOLOGY PARTNERS, INC.

BALANCE SHEETS

	March 31, 2022			December 31, 2021
CURRENT ASSETS:	(unaudited)			(audited)
Cash and cash equivalents	$	119,587		$	222,492
Prepaid assets		891,967			1,071,113
Total current assets		1,011,554			1,293,605
Cash, cash equivalents and other investments held in Trust Account		275,046,369			275,021,852
Total assets	$	276,057,923		$	276,315,457

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accrued expenses, formation and offering costs	$	865,342		$	881,953
State franchise tax accrual		50,000			200,000
Public warrants derivative liability		4,290,000			7,260,000
Private warrants derivative liability		2,925,000			4,950,000
Notes and advances payable - related party		1,300,000			900,000
Total current liabilities		9,430,342			14,191,953
Deferred underwriting compensation		9,625,000			9,625,000
Total liabilities	$	19,055,342		$	23,816,953

Commitments and contingencies
Class A Common Stock subject to possible redemption, 27,500,000 and 27,500,000 shares at March 31, 2022 and December 31, 2021, respectively (at redemption value of $10 per share)		275,000,000			275,000,000

Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at March 31, 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, 6,875,000 and 6,875,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		688			688
Additional paid-in-capital		—			—
Accumulated deficit		(17,998,107	)		(22,502,184	)

Total stockholders’ equity (deficit)		(17,997,419	)		(22,501,496	)

Total liabilities and stockholders’ equity (deficit)	$	276,057,923		$	276,315,457

See accompanying notes to the unaudited, interim financial statements.

GORES TECHNOLOGY PARTNERS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

		Three Months Ended				Three Months Ended
		March 31, 2022				March 31, 2021
Revenues			—				—
Professional fees and other expenses			(465,440	)			(94,896	)
State franchise taxes, other than income tax			(50,000	)			(50,000	)
Gain from change in fair value of warrant liabilities			4,995,000				647,500
Allocated expense for warrant issuance cost			—				(324,301	)
Net income from operations			4,479,560				178,303
Other income - interest income			24,517				1,130
Net income before income taxes	$		4,504,077		$		179,433
Provision for income tax			—				—
Net income attributable to common shares	$		4,504,077		$		179,433

Net income/(loss) per common share:
Class A Common Stock - basic and diluted	$		0.13		$		(2.00	)
Class F Common Stock - basic and diluted	$		0.13		$		(2.00	)

See accompanying notes to the unaudited, interim financial statements.

GORES TECHNOLOGY PARTNERS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	For the Three Months Ended March 31, 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 19, 2021 at $0.0001 par value		-		-			6,900,000		690		24,310			-			25,000
Excess of fair value paid by founders for warrants		-		-			-		-		3,600,000			-			3,600,000
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital		-		-			-		-		(3,624,310	)		-			(3,624,310	)
Subsequent measurement of Class A Common Stock subject to redemption accumulated deficit		-		-			-		-		-			(17,362,806	)		(17,362,806	)
Net income		-		-			-		-		-			179,433			179,433
Balance at March 31, 2021		-	$	-			6,900,000	$	690	$	-		$	(17,187,823	)	$	(17,187,133	)

	For the Three Months Ended March 31, 2022
	Class A Common Stock				Class F Common Stock					Additional			Accumulated			Stockholders'
	Shares		Amount			Shares		Amount		Paid-In Capital			Deficit			Equity (Deficit)
Balance at January 1, 2022		-	$	-			6,875,000	$	688	$	-		$	(22,502,184	)	$	(22,501,496	)
Net income		-		-			-		-		-			4,504,077			4,504,077
Balance at March 31, 2022		-	$	-			6,875,000	$	688	$	-		$	(17,998,107	)	$	(17,997,419	)

See accompanying notes to the unaudited, interim financial statements.

GORES TECHNOLOGY PARTNERS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Three Months Ended March 31, 2022				For the Three Months Ended March 31, 2021
Cash flows from operating activities:
Net income	$		4,504,077		$		179,433
Changes in state franchise tax accrual			(150,000	)			49,550
Changes in prepaid assets			179,146				(11,458	)
Changes in accrued expenses, formation and offering costs			(16,611	)			305,677
Issuance costs related to warrant liabilities			—				324,301
Changes in fair value warrants derivative liabilities			(4,995,000	)			(647,500	)
Net cash provided by/(used in) operating activities			(478,388	)			200,003
Cash flows from investing activities:
Cash deposited in Trust Account			—				(275,000,000	)
Interest reinvested in the Trust Account			(24,517	)			(1,130	)
Net cash used in investing activities			(24,517	)			(275,001,130	)
Cash flows from financing activities:
Proceeds from sale of Units in Public Offering			—				275,000,000
Proceeds from sale of Private Placement Warrants to Sponsor			—				7,500,000
Proceeds from sale of Class F Common Stock to Sponsor			—				25,000
Proceeds from notes and advances payable – related party			400,000				300,000
Repayment of notes and advances payable – related party			—				(300,000	)
Payment of underwriters’ discounts and commissions			—				(5,500,000	)
Payment of accrued offering costs			—				(466,416	)
Net cash provided by financing activities			400,000				276,558,584
Increase/(decrease) in cash

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