8-A12B 1 d151291d8a12b.htm 8-A12B 8-A12B

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

GORES TECHNOLOGY PARTNERS II, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   85-4380168
(State or other jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)

6260 Lookout Road

Boulder, Colorado

   80301
(Address of Principal Executive Offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be Registered

  

Name of Each Exchange on Which

Each Class is to be Registered

Units, each consisting of one share of Class A Common Stock and one-fifth of one Warrant   The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share   The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   The Nasdaq Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement file number to which this form relates: 333-252641

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

 

 

 

Item 1.

Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock, of Gores Technology Partners II, Inc. (the “Registrant”). The description of the units, common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-252641), originally filed with the Securities and Exchange Commission on February 2, 2021, as thereafter amended and supplemented from time to time (the “Registration Statement”) to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2.

Exhibits.

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

 

Exhibit
No.		    Description
3.1    Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-252641), filed with the Securities and Exchange Commission on February 2, 2021).
3.2    Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with Amendment No.  1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252641), filed with the Securities and Exchange Commission on March 3, 2021).
3.3    Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-252641), filed with the Securities and Exchange Commission on February 2, 2021).
4.1    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-252641), filed with the Securities and Exchange Commission on February 2, 2021).
4.2    Specimen Class  A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No.  333-252641), filed with the Securities and Exchange Commission on February 2, 2021).
4.3    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-252641), filed with the Securities and Exchange Commission on February 2, 2021).
4.4    Form of Warrant Agreement between Computershare Trust Company, N.A. and the Registrant (incorporated by reference to Exhibit 4.4 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252641), filed with the Securities and Exchange Commission on March 3, 2021).
10.3    Form of Investment Management Trust Agreement between Computershare Trust Company, N.A. and the Registrant (incorporated by reference to Exhibit 10.3 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-252641), filed with the Securities and Exchange Commission on March 3, 2021).
10.4    Form of Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed the Registrant’s Registration Statement on Form S-1 (File No. 333-252641), filed with the Securities and Exchange Commission on February 2, 2021).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

    GORES TECHNOLOGY PARTNERS II, INC.
Date: March 10, 2021     By:   /s/ Edward W. Fike
      Name: Edward W. Fike
      Title: Co-Chief Executive Officer
    By:   /s/ Justin Wilson
      Name: Justin Wilson
      Title: Co-Chief Executive Officer