UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2021
MATTERPORT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39790 | 85-1695048 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
352 East Java Drive |
Sunnyvale, CA 94089 |
(Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (650) 641-2241
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Class A Common Stock, par value of $0.0001 per share | MTTR | The Nasdaq Stock Market LLC | ||
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | MTTRW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 28, 2021 (the “Original Form 8-K”), as amended by Amendment No. 1 on Form 8-K/A filed with the SEC on July 29, 2021 (“Amendment No. 1” and, together with the Original Form 8-K, the “Existing Form 8-K”).
Matterport, Inc. (formerly known as Gores Holdings VI, Inc.) (the “Company”) is filing this Amendment to the Existing Form 8-K to include (a) the unaudited condensed consolidated financial statements of Matterport Operating, LLC (formerly known as Matterport, Inc.) (“Legacy Matterport”) and its subsidiaries as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 as Exhibit 99.2, (b) the Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Legacy Matterport for the three and six months ended June 30, 2021 and 2020 as Exhibit 99.3 and (c) the unaudited pro forma condensed combined financial information of the Company as of June 30, 2021, for the six months ended June 30, 2021, and for the year ended December 31, 2020 as Exhibit 99.4. Accordingly, the Existing Form 8-K is hereby amended solely to amend and restate Item 9.01. The Existing Form 8-K otherwise remains unchanged.
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements of businesses acquired
The financial statements of the Company included in the Company’s quarterly report on Form 10-Q filed on August 16, 2021 are incorporated herein by reference.
The financial statements of Legacy Matterport as of and for the years ended December 31, 2020 and 2019 are included in the Company’s Proxy Statement, filed with the SEC on June 21, 2021, beginning on page F-39 and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of Legacy Matterport, as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020, and the related notes thereto set forth in Exhibit 99.2 to this Current Report on Form 8-K are incorporated herein by reference.
(b) Pro Forma Financial Information
The information set forth in Exhibit 99.4 to this Current Report on Form 8-K, which includes the unaudited pro forma condensed combined financial information of the Company as of June 30, 2021 and for the six months ended June 30, 2021 and for the year ended December 31, 2020, is incorporated herein by reference.
(c) List of Exhibits.
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* | The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. |
† | Indicates a management contract or compensatory plan, contract or arrangement. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Matterport, Inc. | ||||||||
Date: August 16, 2021 | By: | /s/ James D. Fay | ||||||
Name: | James D. Fay | |||||||
Title: | Chief Financial Officer |
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