Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
FAX: (212) 310-8007
February 16, 2021
VIA EDGAR TRANSMISSION
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 VIII, Inc. |
Form S-1
Filed January 27, 2021
File No. 333-252483
Ladies and Gentlemen:
On behalf of our client, Gores Holdings VIII, 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 February 12, 2021, relating to the Registration Statement on Form S-1 of the Company (File No. 333- 252483) submitted with the Commission on January 27, 2021. We are concurrently filing via EDGAR amendment No.1 to the Registration Statement (“Amendment No. 1”). The changes reflected in Amendment No. 1 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.
Risk Factors, page 69
| 1. | You disclose that the forum provision in the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Please also disclose whether this provision applies to actions arising under the Securities Act. If this provision does not apply to actions arising under the Securities Act or the Exchange Act, please also ensure that the exclusive forum provision in the warrant agreement states this clearly. |
Securities and Exchange Commission
February 16, 2021
Page 2
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the disclosure in the first paragraph of the risk factor on pages 71-72 states that the forum provision in the warrant agreement applies to claims, including under the Securities Act. The Company has revised pages 72 and 166 of Amendment No. 1 to add additional disclosure regarding the uncertainty that a court would enforce the exclusive forum provision in the warrant agreement with respect to claims asserting a cause of action under the Securities Act. The Company has also revised Section 9.3 of the Warrant Agreement to clarify that the forum provision in the Warrant Agreement applies to claims brought under the Securities Act, but excludes claims brought under the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
| 2. | Tell us how your exclusive forum provision contained in your warrant agreement is consistent with your different exclusive forum provision that applies to derivative actions. |
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it believes the two exclusive forum provisions are separate and distinct and serve two different purposes. The exclusive forum provision in the Company’s amended and restated certificate of incorporation (the “Charter”) applies with respect to actions involving the internal affairs doctrine, including derivative actions and claims against an officer or director of the Company for breach of his or her fiduciary duties. The exclusive forum provision in the warrant agreement requires a warrant holder seeking to bring a claim against the Company on behalf of itself relating to the warrants. Accordingly, any claims brought by a warrant holder against the Company relating to the warrant agreement would be governed by the exclusive forum provision in the warrant agreement. Conversely, if a stockholder brought claims against the Company’s officers and directors, the exclusive forum provision in the Charter would apply. It is the type of claim that controls which exclusive forum provision applies – not whether the subject matter of the claim involves the warrant agreement.
The Company has revised pages 72 and 166 of Amendment No. 1 and Section 9.3 of the Warrant Agreement to add additional disclosure to clarify that the exclusive forum provision in the Warrant Agreement does not apply to any of the types of actions that are required to brought in the Court of Chancery in the State of Delaware pursuant to the Company’s Charter of incorporation.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
| 3. | Please have your independent accountant provide a signed report in an amended filing. |
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s independent accountant has provided a signed report in Amendment No. 1.
* * * * *
Please contact the undersigned at (212) 310-8849 if you have any questions or need further information.
Securities and Exchange Commission
February 16, 2021
Page 3
| Sincerely yours, |
/s/ Heather Emmel |
| Heather Emmel |
| cc: | Alec Gores |
Chairman
Gores Holdings VIII, Inc.
Claire deLabar, Staff Accountant
Robert Littlepage, Accounting Branch Chief
Alexandra Barone, Staff Attorney
Larry Spirgel, Office Chief
Securities and Exchange Commission
Paul D. Tropp, Esq.
Christopher Capuzzi, Esq.
Ropes & Gray LLP
