|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/27/22 Gores Holdings VIII Inc. S-4/A 56:16M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 5.49M
- Securities for a Merger
2: EX-8.1 Opinion of Counsel re: Tax Matters HTML 25K
3: EX-23.1 Consent of Expert or Counsel HTML 16K
4: EX-23.2 Consent of Expert or Counsel HTML 16K
12: EX-FILING FEES Filing Fees HTML 37K
5: EX-99.1 Miscellaneous Exhibit HTML 17K
6: EX-99.2 Miscellaneous Exhibit HTML 37K
13: R1 Cover Page HTML 40K
14: R2 Balance Sheets HTML 110K
15: R3 Balance Sheets (Parenthetical) HTML 45K
16: R4 Statements of Operations HTML 64K
17: R5 Statements of Changes in Stockholders' Equity HTML 54K
(Deficit)
18: R6 Statements of Changes in Stockholders' Equity HTML 19K
(Deficit) (Parenthetical)
19: R7 Statements of Cash Flows HTML 84K
20: R8 Organization and Business Operations HTML 91K
21: R9 Significant Accounting Policies HTML 104K
22: R10 Public Offering HTML 50K
23: R11 Related Party Transactions HTML 44K
24: R12 Deferred Underwriting Compensation HTML 22K
25: R13 Income Taxes HTML 57K
26: R14 Fair Value Measurement HTML 75K
27: R15 Common and Preferred Stock HTML 28K
28: R16 Risk and Uncertainties HTML 26K
29: R17 Subsequent Events HTML 23K
30: R18 Significant Accounting Policies (Policies) HTML 136K
31: R19 Significant Accounting Policies (Tables) HTML 51K
32: R20 Public Offering (Tables) HTML 36K
33: R21 Income Taxes (Tables) HTML 55K
34: R22 Fair Value Measurement (Tables) HTML 67K
35: R23 Organization and Business Operations - Additional HTML 98K
Information (Details)
36: R24 Significant Accounting Policies - Additional HTML 73K
Information (Details)
37: R25 Significant Accounting Policies - Schedule of HTML 31K
Reconciliation of Numerator and Denominator Used
to Compute Basic and Diluted Net Loss Per Share
for Each Class of Common Stock (Details)
38: R26 Public Offering - Additional Information (Details) HTML 69K
39: R27 Public Offering - Schedule of Class A Common Stock HTML 32K
Reflected on Balance Sheet (Details)
40: R28 Related Party Transactions - Additional HTML 104K
Information (Details)
41: R29 Deferred Underwriting Compensation - Additional HTML 23K
Information (Details)
42: R30 Income Taxes - Additional Information (Details) HTML 23K
43: R31 Income Taxes - Schedule of Reconciliation of HTML 32K
Statutory Federal Income Tax Expense (Details)
44: R32 Income Taxes - Schedule of Current and Deferred HTML 41K
Taxes (Details)
45: R33 Income Taxes - Schedule of Deferred Tax Assets and HTML 38K
Liabilities (Details)
46: R34 Fair Value Measurement - Additional Information HTML 41K
(Details)
47: R35 Fair Value Measurement - Schedule of Key Inputs HTML 29K
into Option Model for Private Placement Warrants
and Public Warrants (Details)
48: R36 Fair Value Measurement - Schedule of Changes in HTML 30K
Fair Value of Warrant Liabilities (Details)
49: R37 Fair Value Measurement - Schedule of Assets and HTML 39K
Liabilities Measured at Fair Value on Recurring
Basis (Details)
50: R38 Common and Preferred Stock - Additional HTML 44K
Information (Details)
51: R39 Subsequent Events - Additional Information HTML 22K
(Details)
54: XML IDEA XML File -- Filing Summary XML 93K
52: XML XBRL Instance -- d163254ds4a_htm XML 1.20M
53: EXCEL IDEA Workbook of Financial Reports XLSX 72K
8: EX-101.CAL XBRL Calculations -- giix-20211231_cal XML 102K
9: EX-101.DEF XBRL Definitions -- giix-20211231_def XML 432K
10: EX-101.LAB XBRL Labels -- giix-20211231_lab XML 706K
11: EX-101.PRE XBRL Presentations -- giix-20211231_pre XML 581K
7: EX-101.SCH XBRL Schema -- giix-20211231 XSD 123K
55: JSON XBRL Instance as JSON Data -- MetaLinks 234± 336K
56: ZIP XBRL Zipped Folder -- 0001193125-22-162437-xbrl Zip 1.30M
| EX-8.1 |
Exhibit 8.1
3330 Hillview Ave.
United States
Footprint International Holdco, Inc.
250 E. Germann Road
Ladies and Gentlemen:
We have acted as counsel to Footprint International Holdco, Inc., a Delaware corporation (“Footprint”), in connection with the Agreement and Plan of Merger, dated as of December 13, 2021 (the “Agreement”), by and among Footprint, Gores Holdings VIII, Inc., a Delaware corporation (“Gores”), Frontier Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), Frontier Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”).
Pursuant to the Agreement, (i) at the Effective Time, Merger Sub I will merge with and into Footprint (the “First Merger”), with Footprint surviving the First Merger (Footprint, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”), and (ii) at the Second Effective Time, the Surviving Corporation will merge with and into Merger Sub II, whereupon the separate existence of the Surviving Corporation will cease, with Merger Sub II surviving the Second Merger (the “Second Merger” and, collectively with the First Merger, the “Mergers”). All section references, unless otherwise indicated, are to the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This opinion is being delivered in connection with the preparation and filing of the Registration Statement on Form S-4 of Gores filed in connection with the Mergers (File No. 333-262663), as amended and supplemented through the date hereof pursuant to the Securities Act of 1933, as amended (the “Form S-4”). Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Form S-4.
You have requested our opinion as to whether the First Merger and the Second Merger, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In providing this opinion, we have assumed (without any independent investigation or review thereof) the following:
| • | All original documents submitted to us (including signatures thereto) are authentic, all documents submitted to us as copies conform to the original documents, all such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof, and all parties to such documents had or will have, as applicable, the requisite corporate powers and authority to enter into such documents and to undertake and consummate the Business Combination. |
Austin Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.
Footprint International Holdco, Inc.
Page 2
| • | All factual representations, warranties, and statements made or agreed to by the parties to the Agreement, any representation letters provided to us by any party to the Agreement, and any agreements or documents referenced in the foregoing or otherwise related to the Business Combination (the “Transaction Documents”) are true, correct, and complete at all times until the Closing Date, in each case, without regard to any qualification as to knowledge, belief, or otherwise. |
| • | The description of the Business Combination in the Form S-4 is accurate, the Business Combination will be consummated in accordance with such description and with the Transaction Documents, without any waiver or breach of any material provision thereof, and the Transactions will be effective under applicable corporate law as described in the Transaction Documents. |
| • | The Transaction Documents and the Form S-4 represent the entire understanding of the parties to the Agreement with respect to the Business Combination, there are no other written or oral agreements regarding the Business Combination other than the Transaction Documents, and no material terms and conditions thereof have been or will be waived or modified. |
This opinion is based on current provisions of the Code, the regulations promulgated thereunder by the U.S. Treasury Department, and the interpretation of the Code and such regulations by the courts and the U.S. Internal Revenue Service (the “IRS”), in each case, as in effect and existing at the date of this opinion. Statutes, regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. Any change made after the date of this opinion, or any inaccuracy in the facts or assumptions on which we have relied in issuing this opinion, could adversely affect our conclusion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention. No opinion is expressed as to any matter other than whether the First Merger and the Second Merger, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
The U.S. federal income tax consequences of the Business Combination are complex and are subject to varying interpretations. Our opinion is not binding on the IRS and there is no assurance or guarantee the IRS will agree with our conclusions. Indeed, the IRS may challenge one or more of the conclusions contained herein and may take a position that is inconsistent with the views expressed herein. There is no assurance or guarantee that a court would, if presented with the issues addressed herein, reach the same or similar conclusions as we have reached.
Footprint International Holdco, Inc.
Page 3
Based on and subject to the foregoing and the qualifications and limitations herein and in the Form S-4, we are of the opinion that the First Merger and the Second Merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
This opinion is furnished to you solely for use in connection with the Form S-4. This opinion is based on facts and circumstances existing on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Form S-4 and to the reference to us in the Form S-4. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.
| Sincerely, |
| /s/ Kirkland & Ellis LLP |
| Kirkland & Ellis LLP |
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/27/22 | SC 13G | ||
| 12/13/21 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/22 Gores Holdings VIII Inc. 8-K:1,9 5/20/22 14:485K Donnelley … Solutions/FA 2/11/22 Gores Holdings VIII Inc. S-4 83:15M Donnelley … Solutions/FA 12/14/21 Gores Holdings VIII Inc. 8-K:1,3,8,912/13/21 16:32M Donnelley … Solutions/FA 3/02/21 Gores Holdings VIII Inc. 8-K:8,9 2/24/21 11:594K Donnelley … Solutions/FA |