UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 36, 2022

GORES HOLDINGS VIII, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40105

85-3010982

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6260 Lookout Road Boulder, Colorado		80301
6260 Lookout Road Boulder, CO		80301
(Address of principal executive offices)		(Zip Code)

(303) 531-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communication 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-commencements 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 Symbols	Name of each exchange on which registered
Class A Common Stock	GIIX	Nasdaq Capital Market
Warrants	GIIXW	Nasdaq Capital Market
Units	GIIXU	Nasdaq Capital Market

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. ☐

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On December 46, 2022, Gores Holdings VIII, Inc. (the “Company”), ~~Frontier~~announced ~~Merger~~that ~~Sub,~~it ~~Inc.,~~filed a ~~Delaware~~preliminary ~~corporation~~proxy ~~(“First~~statement ~~Merger~~to ~~Sub”),~~seek ~~Frontier~~stockholder ~~Merger~~approval ~~Sub~~to ~~II,~~adopt ~~LLC,~~an aamendment ~~Delaware~~to ~~limited~~its ~~liability~~Amended ~~company~~and ~~(“Second~~Restated ~~Merger~~Certificate ~~Sub~~of Incorporation (“Charter”), ~~and~~to ~~Footprint~~allow ~~International~~the ~~Holdco,~~Company ~~Inc.,~~to aredeem ~~Delaware~~all ~~corporation~~of ~~(“Footprint”),~~its ~~entered~~outstanding ~~into~~public ~~that~~shares ~~certain~~and ~~Termination~~liquidate ~~Agreement~~on ~~(the~~or ~~“Termination~~before ~~Agreement”).~~December ~~Pursuant~~31, to2022, ~~the~~in ~~Termination~~advance ~~Agreement,~~of the ~~parties~~automatic ~~agreed~~termination todate ~~mutually~~in ~~terminate~~its ~~that~~current ~~certain~~Charter ~~Merger Agreement, dated as~~ of ~~December~~March 131, ~~2021~~2023. ~~(as~~A ~~amended,~~copy ~~supplemented~~of orthe ~~otherwise~~press ~~modified~~release ~~form~~is ~~time~~filed toherewith ~~time,~~as ~~the~~Exhibit ~~“Merger~~99.1 ~~Agreement”),~~in bycompliance ~~and~~with ~~among~~Rule ~~the~~14a-12 ~~Company,~~under ~~First~~the ~~Merger~~Securities ~~Sub,~~Exchange ~~Second~~Act ~~Merger~~of ~~Sub~~1934, ~~and~~as ~~Footprint~~amended, ~~subject~~and tois ~~the~~incorporated ~~conditions~~herein ~~set~~by ~~forth in the Termination Agreement~~reference.

By virtue of the termination of the Merger Agreement, the Subscription Agreements and all other Transaction Agreements, other than the Confidentiality Agreement (each, as defined in the Merger Agreement), terminate in accordance with their terms.

The Termination Agreement contains mutual releases by all parties, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Merger Agreement. The Termination Agreement also contains a covenant not to sue and other customary terms.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Termination Agreement, a copy of which is filed herewith and incorporated by reference herein and made a part hereof.

Item 1.02 Termination of a Material Definitive Agreement

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Merger Agreement, the Subscription Agreements and all other Transaction Agreements (other than the Confidentiality Agreement) is incorporated by reference herein and made a part hereof.

Item 8.01 Other Events

On December 5, 2022, the Company issued a press release announcing the execution of the Termination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Notwithstanding the foregoing, information contained on the Company’s or Footprint’s website and the websites of any of their affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report.

Forward-looking Statements

This report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. You should not rely on these forward-looking statements as predictions of future events. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Exhibit
ExhibitNumber		Description of Exhibit
10.1		Termination Agreement, dated December 4, 2022.
99.1		Press Release, dated December 6, 2022
99.1		Press Release, dated December 5, 2022
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Gores Holdings VIII, Inc.

Date: December 5, 2022

Date: December 6, 2022

/s/ Andrew McBride

/s/ Andrew McBride

Andrew McBride

Chief Financial Officer and Secretary

Filing Compare · Gores Holdings VIII Inc.