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United States securities and exchange commission logo
May 4, 2021
Mark Stone
Chief Executive Officer
Gores Holdings VI, Inc.
6260 Lookout Road
Boulder, Colorado 80301
Re: Gores Holdings VI,
Inc.
Registration
Statement on Form S-4
Filed April 6, 2021
File No. 333-255050
Dear Mr. Stone:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed April 6, 2021
Questions and Answers
If I am a Public Warrant holder, can I exercise redemption rights with
respect to my Public
Warrants?, page 21
1. Clarify that although
holders of the company s outstanding public warrants do not have
redemption rights in
connection with the business combination, if they choose to redeem
shares of Class A
stock, they may still exercise their warrants if the merger is
consummated.
Summary, page 45
2. Please revise your risk
summary to include a series of concise, bulleted or numbered
statements that is no
more than two pages summarizing the principal factors that make an
Mark Stone
FirstName LastNameMark
Gores Holdings VI, Inc. Stone
Comapany
May 4, 2021NameGores Holdings VI, Inc.
May 4,
Page 2 2021 Page 2
FirstName LastName
investment in the offering speculative or risky. Refer to Item 105 of
Regulation S-K.
Risk Factors, page 52
3. We note the exclusive forum provision included in your amended and
restated bylaws.
Please include a risk factor highlighting the potential restrictions
that the provision may
have on the rights of investors.
Certain Financial Projections Provided to Our Board, page 116
4. Please tell us how your material assumptions provide a basis for the
significant increases
to the financial projection of your revenues and reasonably support
such changes. Please
disclose the estimated number of free and paid subscribers and
estimated space under
management for each projection year.
Material U.S. Federal Income Tax Considerations for Holders of Class A Stock,
page 127
5. You state that this section "is a discussion of material U.S. federal
income tax
considerations for holders of our shares of Class A Stock that elect
to have their Class A
Stock redeemed for cash if the Business Combination is completed.
Please revise to
discuss the material tax consequences of the business combination to
each company's
stockholders and the company. In this regard, the merger agreement
indicates that the
parties intend for the merger and related transactions to be tax free
under Section 368(a) of
the Internal Revenue Code. If you believe the business combination
will be tax free,
please disclose an opinion of counsel that supports this conclusion.
Refer to Item
601(b)(8) of Regulation S-K and our Staff Legal Bulletin No. 19.
Matterport Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations
Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019
Revenues, page 223
6. We note your subscription revenue increased 69% year over year, in
which you indicate
was primarily attributable to the higher volume of subscription plans
from additional new
subscribers. Please expand your disclosure to quantify the increase
between new
subscribers and revenue from additional sales to existing customers.
Refer to Section III.B
of SEC Release No. 33-8350.
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 229
7. Please provide us with a breakdown of all equity awards granted to
date in 2020 and
leading up to the filing of the Form S-4, including the fair value of
the underlying
common stock used to value such awards as determined by your board of
directors. To the
extent there were any significant fluctuations in the fair values from
period-to-period,
Mark Stone
Gores Holdings VI, Inc.
May 4, 2021
Page 3
please describe for us the factors that contributed to these
fluctuations, including any
intervening events within the Company or changes in your valuation
assumptions or
methodology. Compare the most recent valuations for options granted to
the fair value of
the shares of commons stock as determined by the exchange ratio
described on page F-8.
Description of Securities, page 249
8. Please revise to provide a more detailed description of the material
voting rights of the
Class A common stockholders. For example, disclose the circumstances
under which the
Class A common stockholders are entitled to a separate class vote
under Delaware law.
Beneficial Ownership of Securities, page 291
9. Please disclose the natural person or persons who exercise the voting
and/or dispositive
powers with respect to the securities owned by Guggenheim Partners,
LLC and Suvretta
Capital Management, LLC.
Notes to Consolidated Financial Statements, page F-23
10. Please disclose the amount of long-lived assets located in the United
States and in foreign
countries. Refer to ASC 280-10-50-41.b.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.
FirstName LastNameMark Stone Sincerely,
Comapany NameGores Holdings VI, Inc.
Division of
Corporation Finance
May 4, 2021 Page 3 Office of
Technology
FirstName LastName