0000899243-21-008042.txt : 20210224 0000899243-21-008042.hdr.sgml : 20210224 20210224171332 ACCESSION NUMBER: 0000899243-21-008042 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210224 FILED AS OF DATE: 20210224 DATE AS OF CHANGE: 20210224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Alec E CENTRAL INDEX KEY: 0001322454 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40105 FILM NUMBER: 21674769 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD STREET 2: 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEG Holdings, LLC CENTRAL INDEX KEY: 0001694360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40105 FILM NUMBER: 21674770 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT RD. CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-531-1000 MAIL ADDRESS: STREET 1: 6260 LOOKOUT RD. CITY: BOULDER STATE: CO ZIP: 80301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Sponsor VIII LLC CENTRAL INDEX KEY: 0001841058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40105 FILM NUMBER: 21674771 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: (303) 531-3100 MAIL ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gores Holdings VIII Inc. CENTRAL INDEX KEY: 0001841080 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 853010982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: (303) 531-3100 MAIL ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-02-24 0 0001841080 Gores Holdings VIII Inc. GIIX 0001841058 Gores Sponsor VIII LLC C/O GORES HOLDINGS VIII, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 1 0 0001694360 AEG Holdings, LLC C/O GORES HOLDINGS VIII, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 0 0 1 0 0001322454 Gores Alec E C/O GORES HOLDINGS VIII, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 0 0 1 0 Class F Common Stock, par value $0.0001 per share Class A Common Stock, par value $0.0001 per share 8550000 D Gores Sponsor VIII LLC (the "Sponsor") directly owns 8,550,000 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of Gores Holdings VIII, Inc. (the "Issuer"), including 1,125,000 Class F Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such Class F Shares have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252483). The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG (and together with the Sponsor and AEG, the "Reporting Persons"). Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. Exhibit 24.1 Power of Attorney Exhibit 99.1 Joint Filer Information /s/ Andrew McBride, Attorney-in-Fact for Gores Sponsor VIII LLC 2021-02-24 /s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC 2021-02-24 /s/ Andrew McBride, Attorney-in-Fact for Alec Gores 2021-02-24 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Mark Stone and Andrew McBride and each of them acting
individually, his true and lawful attorneys-in-fact to:

        1.    execute for and on behalf of the undersigned Forms 3, 4 and 5
relating to the Class A Common Stock, par value $0.0001 per share, of Gores
Holdings VIII, Inc. (the "Company") in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder
and Schedules 13D and 13G in accordance with Section 13 of the Exchange Act and
the rules thereunder;

        2.    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the execution of any
such Form 3, 4 or 5 or Schedule 13D or Schedule 13G and the timely filing of
such form with the United States Securities and Exchange Commission and any
other authority, including NASDAQ; and

        3.    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his or
her discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming that such attorney-
in-fact, or his or her substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Sections 13 and 16 of the
Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13D or
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned caused this Power of Attorney to be
executed as of this 24th day of February, 2021.

                                      GORES SPONSOR VIII LLC

                                      By: AEG Holdings, LLC, its managing member

                                            /s/ Alec Gores
                                      -----------------------------------

                                      Name: Alec Gores

                                      Title: Managing Member


                                      AEG HOLDINGS, LLC

                                            /s/ Alec Gores
                                      -----------------------------------

                                      Name: Alec Gores

                                      Title: Managing Member


                                      ALEC GORES

                                            /s/ Alec Gores
                                      -----------------------------------

                                      Name: Alec Gores
EX-99.1 3 attachment2.htm EX-99.1 DOCUMENT 
                                                                    Exhibit 99.1

                            Joint Filer Information

Name of Joint Filer:                            Gores Sponsor VIII LLC
Address of Joint Filer:                         c/o Gores Holdings VIII, Inc.
                                                6260 Lookout Road
                                                Boulder, CO 80301
Relationship of Joint Filer to Issuer:          10% Owner, Director
Issuer Name and Ticker or Trading Symbol:       Gores Holdings VIII, Inc. (GIIX)
Date of Event Requiring Statement:              02/24/2021
(Month/Day/Year)
Designated Filer:                               Gores Sponsor VIII LLC
Name of Joint Filer:                            AEG Holdings, LLC
Address of Joint Filer:                         c/o Gores Holdings VIII, Inc.
                                                6260 Lookout Road
                                                Boulder, CO 80301
Relationship of Joint Filer to Issuer:          10% Owner, Director
Issuer Name and Ticker or Trading Symbol:       Gores Holdings VIII, Inc. (GIIX)
Date of Event Requiring Statement:              02/24/2021
(Month/Day/Year)
Designated Filer:                               Gores Sponsor VIII LLC
Name of Joint Filer:                            Alec Gores
Address of Joint Filer:                         c/o Gores Holdings VIII, Inc.
                                                6260 Lookout Road
                                                Boulder, CO 80301
Relationship of Joint Filer to Issuer:          10% Owner, Director
Issuer Name and Ticker or Trading Symbol:       Gores Holdings VIII, Inc. (GIIX)
Date of Event Requiring Statement:              02/24/2021
(Month/Day/Year)
Designated Filer:                               Gores Sponsor VIII LLC