Gores VIII Tweaks Sponsor Share Surrender, PIPE Deal as Part of Pending Footprint Merger

Gores Holdings VIII in a regulatory filing said it has amended a share surrender agreement with its sponsor, raising the number of from 1.5 million to 1.75 million shares of Class F stock.

The SPAC has a merger agreement with Footprint International Holdco, a global materials science technology company focused on sustainable solutions. The deal has a pro forma enterprise valuation of $1.6 billion.

As part of the PIPE Investment in that deal, the Koch preference subscriber agreed to purchase 2.5 million shares of Class A stock at $10 each. On May 20, , Footprint issued and sold 1,000 shares of Footprint’s Class C Non-Participating Preferred Stock at $25,000 per share, for a total purchase price of $25 million to the Koch preference subscriber. The parties then terminated the KSP Subscription Agreement. As a result, the aggregate amount of the PIPE Investment will be about $285.6 million.

If the merger is approved, Footprint International is expected to list on the Nasdaq under the ticker symbol FOOT.

Current Footprint equity holders will retain approximately 62% ownership in Footprint and roll 100% of their equity interests into the pro forma company.

Aas announced in December, assuming no redemptions by Gores VIII shareholders, the business combination will provide approximately $805 million in gross proceeds. Read more.

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