0000899243-21-002381.txt : 20210119 0000899243-21-002381.hdr.sgml : 20210119 20210119171544 ACCESSION NUMBER: 0000899243-21-002381 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210119 FILED AS OF DATE: 20210119 DATE AS OF CHANGE: 20210119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GM Sponsor II, LLC CENTRAL INDEX KEY: 0001839124 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39907 FILM NUMBER: 21536349 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-531-3100 MAIL ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEG Holdings, LLC CENTRAL INDEX KEY: 0001694360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39907 FILM NUMBER: 21536350 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT RD. CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-531-1000 MAIL ADDRESS: STREET 1: 6260 LOOKOUT RD. CITY: BOULDER STATE: CO ZIP: 80301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Alec E CENTRAL INDEX KEY: 0001322454 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39907 FILM NUMBER: 21536351 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD STREET 2: 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gores Metropoulos II, Inc. CENTRAL INDEX KEY: 0001819395 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 852097088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9800 WILSHIRE BLVD. CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: (203) 629-6644 MAIL ADDRESS: STREET 1: 9800 WILSHIRE BLVD. CITY: BEVERLY HILLS STATE: CA ZIP: 90212 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-01-19 0 0001819395 Gores Metropoulos II, Inc. GMII 0001839124 GM Sponsor II, LLC C/O GORES METROPOULOS II, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 1 0 0001694360 AEG Holdings, LLC C/O GORES METROPOULOS II, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 1 0 0001322454 Gores Alec E C/O GORES METROPOULOS II, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 1 1 1 0 Chief Executive Officer Class F Common Stock, par value $0.0001 per share Class A Common Stock, par value $0.0001 per share 6569375 I See Footnotes Consists of the Reporting Persons' (as defined below) pecuniary interest in 6,569,375, or 57.5%, of the aggregate of 11,425,000 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of Gores Metropoulos II, Inc. (the "Issuer"), owned directly by Gores Metropoulos Sponsor II, LLC ("Sponsor"), of which GM Sponsor II, LLC ("GM") is a managing member. The Class F Shares owned directly by Sponsor include 1,500,000 Class F Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such Class F Shares have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (Continued form Footnote 1) (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251663). AEG Holdings, LLC ("AEG") is the managing member of GM. Alec Gores is the managing member of AEG (and together with GM and AEG, the "Reporting Persons"). Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. Exhibit 24.1 Power of Attorney Exhibit 99.1 Joint Filer Information /s/ Andrew McBride, Attorney-in-Fact for GM Sponsor II, LLC 2021-01-19 /s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC 2021-01-19 /s/ Andrew McBride, Attorney-in-Fact for Alec Gores 2021-01-19 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints Alec Gores and Andrew McBride of Gores Metropoulos II, Inc. (the
"Company") or any of them signing singly, and with full power of substitution,
the undersigned's true and lawful attorney-in-fact to:

        1.  prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the U.S. Securities and Exchange Commission
            (the "SEC") a Form ID, including amendments thereto, and any other
            documents necessary or appropriate to obtain codes and passwords
            enabling the undersigned to make electronic filings with the SEC of
            reports required by Section 16(a) of the Securities Exchange Act of
            1934 or any rule or regulation of the SEC;

        2.  execute for and on behalf of the undersigned with respect to the
            Company, Schedules 13D and 13G and Forms 3, 4, and 5 in accordance
            with Sections 13 and 16(a) of the Securities Exchange Act of 1934
            and the rules thereunder;

        3.  do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any
            amendment or amendments thereto, and timely file such form with the
            SEC and any stock exchange or similar authority; and

        4.  take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming any of the
undersigned's responsibilities to comply with Sections 13 and 16 of the
Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 19th day of January, 2021.

                                        GORES METROPOULOS SPONSOR II, LLC

                                        /s/ Alec Gores
                                        ------------------------
                                        By: Alec Gores
                                        Title: Authorized Signatory


                                        /s/ Dean Metropoulos
                                        ------------------------
                                        By: Dean Metropoulos
                                        Title: Authorized Signatory
EX-99.1 3 attachment2.htm EX-99.1 DOCUMENT
                                                                    Exhibit 99.1

                             Joint Filer Information

Name of Joint Filer:                    GM Sponsor II, LLC

Address of Joint Filer:                 c/o Gores Metropoulos II, Inc.
                                        6260 Lookout Road
                                        Boulder, CO 80301

Relationship of Joint Filer to
Issuer:                                 10% Owner; Director

Issuer Name and Ticker or
Trading Symbol:                         Gores Metropoulos II, Inc. [GMII]

Date of Event Requiring Statement:
(Month/Day/Year):                       01/19/2021

Designated Filer:                       GM Sponsor II, LLC


Name of Joint Filer:                    AEG Holdings, LLC

Address of Joint Filer:                 c/o Gores Metropoulos II, Inc.
                                        6260 Lookout Road
                                        Boulder, CO 80301

Relationship of Joint Filer to
Issuer:                                 10% Owner; Director

Issuer Name and Ticker or
Trading Symbol:                         Gores Metropoulos II, Inc. [GMII]

Date of Event Requiring Statement:
(Month/Day/Year):                       01/19/2021

Designated Filer:                       GM Sponsor II, LLC


Name of Joint Filer:                    Alec Gores

Address of Joint Filer:                 c/o Gores Metropoulos II, Inc.
                                        6260 Lookout Road
                                        Boulder, CO 80301

Relationship of Joint Filer to
Issuer:                                 10% Owner; Director; Officer
                                        (Chief Executive Officer)

Issuer Name and Ticker or
Trading Symbol:                         Gores Metropoulos II, Inc. [GMII]

Date of Event Requiring Statement:
(Month/Day/Year):                       01/19/2021

Designated Filer:                       GM Sponsor II, LLC