Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
FAX: (212) 310-8007
October 5, 2020
VIA EDGAR TRANSMISSION
Mr. Ronald Alper
Office of Real Estate & Construction
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549-3561
| Re: | Gores Holdings VI, Inc. |
Draft Registration Statement on Form S-1
Submitted August 25, 2020
CIK No. 0001819394
Dear Mr. Alper:
On behalf of our client, Gores Holdings VI, Inc. a Delaware corporation (the “Company”), we submit this letter in response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated September 21, 2020, relating to the Draft Registration Statement on Form S-1 of the Company (CIK No. 0001819394) confidentially submitted with the Commission on August 25, 2020. We are concurrently filing via EDGAR the Registration Statement. The changes reflected in the Registration Statement include those made in response to the Staff’s comment and other changes intended to update, clarify and render more complete the information set forth therein.
Set forth below is the Company’s response to the Staff’s comment. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s response.
Exhibits
| 1. | We note that section 9.3 of the warrant agreement filed as exhibit 4.4 includes an applicable law provision limiting where claims may be brought (e.g., the courts of the State of New York or the United States District Court for the Southern District of New York). Please clarify if this provision is applicable to investors in this offering and, if so, whether it applies to claims made under the federal securities laws. If the provision is applicable to investors in this offering, please also revise your prospectus to discuss the provision, including a description of any risks or other impacts on investors and whether there is uncertainty as to its enforceability. |
Securities and Exchange Commission
October 5, 2020
Page 2
The Company acknowledges the Staff’s comment and respectfully advises that this provision of the warrant agreement is applicable to investors in this offering. The Company has revised section 9.3 of exhibit 4.4 to clarify that this provision does not apply to claims under the Exchange Act or any other claims for which federal district courts are the sole and exclusive jurisdiction. This provision has been disclosed in the registration statement on pages 68, 69, 157 and 158.
* * * * *
Please contact the undersigned at (212) 310-8849 if you have any questions or need further information.
Sincerely yours,
/s/ Heather Emmel
Heather Emmel
| cc: | Alec Gores |
Chairman
Gores Holdings VI, Inc.
Peter McPhun, Accountant
Isaac Esquivel, Staff Accountant
Erin E. Martin, Legal Branch Chief
Securities and Exchange Commission
Paul D. Tropp, Esq.
Christopher Capuzzi, Esq.
Ropes & Gray LLP
2
