Explanatory Note
This amendment is being filed to amend and restate the Current Report on Form 8-K filed on October 30, 2020 in order to correct a scrivener’s error. The Gores Metropoulos, Inc. Special Meeting in Lieu of the Company’s 2020 Annual Meeting of the Stockholders will be held at 9:00 a.m. Eastern time on December 1, 2020 and not 9:00 a.m. Eastern time on December 3, 2020 as reported in error in the prior Current Report.
On October 30, 2020, Gores Metropoulos, Inc. (the “Company”) released a press release announcing that the Company has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement/consent solicitation statement/prospectus under Rule 424 after the SEC declared effective the Company’s registration statement on Form S-4 related to the previously announced business combination with Luminar Technologies, Inc. (“Luminar”). Additionally, the press release announces that the Company’s Special Meeting in Lieu of the Company’s 2020 Annual Meeting of the Stockholders will be held at 9:00 a.m. Eastern time on December 1, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Additionally, on October 30, 2020, Luminar released a press release announcing that Luminar has entered into a strategic partnership with Daimler Truck AG, the world’s largest commercial vehicle manufacturer, and certain of its U.S. subsidiaries, to enable high automated trucking, starting on highways. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Additional Information about the Transactions and Where to Find It
The Company has filed with the SEC a registration statement on Form S-4 (the “Registration Statement”) and will mail the definitive proxy statement/consent solicitation statement/prospectus contained therein and other relevant documents to its stockholders. The Registration Statement is now effective. The Registration Statement, including the proxy statement/consent solicitation statement/prospectus contained therein, contains important information about the proposed transactions contemplated by the Merger Agreement and the other matters to be voted upon at a meeting of the Company’s stockholders to be held to approve the proposed transactions contemplated by the Merger Agreement and other matters (the “Special Meeting”) and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Company stockholders and other interested persons are advised to read the Registration Statement and the proxy statement/consent solicitation statement/prospectus, as well as any amendments or supplements thereto, because they contain or will contain important information about the proposed transactions. The definitive proxy statement/consent solicitation statement/prospectus will be mailed to Company stockholders as of October 14, 2020, the record date established for voting on the proposed transactions contemplated by the Merger Agreement and the other matters to be voted upon at the Special Meeting. Company stockholders will also be able to obtain copies of the definitive proxy statement/consent solicitation statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Gores Metropoulos, Inc., 9800 Wilshire Boulevard, Beverly Hills, CA 90212, attention: Jennifer Kwon Chou (email: jchou@gores.com).
Participants in Solicitation
The Company, Luminar and their respective directors and officers may be deemed participants in the solicitation of proxies of Company stockholders in connection with the proposed transactions. Company stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 13, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Company stockholders in connection with the proposed transactions contemplated by the Merger Agreement and other matters to be voted upon at the Special Meeting is set forth in the definitive proxy statement/consent solicitation statement/prospectus for the proposed transactions. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transactions is included in the Registration Statement.
Forward Looking Statements
This communication may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning the Company’s or Luminar’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and the effects of regulation, including whether this transaction will generate returns for stockholders. These forward-looking statements are based on the Company’s or Luminar’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
