SEC – ‘UPLOAD’ from 2/12/21 re: Gores Holdings VIII Inc. – ‘TEXT-EXTRACT’

On:  Friday, 2/12/21, at 3:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-1831

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     9K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

February 12, 2021   

Andrew McBride                                                    
Chief Financial Officer and Secretary                             
Gores Holdings VIII, Inc.                                         
6260 Lookout Road                                                 
Boulder, CO 80301                                                 

                                                  Re: Gores Holdings
VIII, Inc.                                                                      
                                                Form S-1
                                                         Filed January 27,
2021                                                                            
                                                           File No. 333-252483

Dear Mr. McBride:                                                 

     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.

Form S-1 filed January 27, 2021                                   

Risk Factors, page 69                                             

1.                                                   You disclose that the
forum provision in the warrant agreement will not apply to suits                
                                                      brought to enforce any
liability or duty created by the Exchange Act or any other claim for            
                                                 which the federal
district courts of the United States of America are the sole and exclusive      
                                                  forum. Please also
disclose whether this provision applies to actions arising under the            
                                                       Securities Act. If this
provision does not apply to actions arising under the Securities Act            
                                                    or the Exchange Act,
please also ensure that the exclusive forum provision in the warrant            
                                                     agreement states this
clearly.                                                                        
2.                                                   Tell us how your     
exclusive forum provision contained in your warrant agreement is                
                                                    consistent with your
different exclusive forum provision that applies to derivative actions.         
Andrew McBride                                                                
Gores Holdings VIII, Inc.                                                       
February 12, 2021                                                               
Page 2                                                                          
Financial Statements                                                            
Report of Independent Registered Public Accounting Firm, page F-2               

3.       Please have your independent accountant provide a signed report in an  
amended filing.                                                                 
     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 Claire DeLabar, Staff Accountant, at (202) 551-3349 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 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 LastNameAndrew McBride                             Sincerely,         
Comapany NameGores Holdings VIII, Inc.                                          
                                                     Division of
Corporation Finance                                                             
February 12, 2021 Page 2                                     Office of          
Technology                                                                      
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		2/12/21		UPLOAD
		1/27/21		S-1,  UPLOAD
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