Forward-looking Statements
Certain statements in this press release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of
1995 and within the meaning of the federal securities laws with respect to the proposed business combination between the Gores Holdings VIII, Inc. (Gores Holdings VIII) and Footprint International Holdco, Inc. (Footprint),
including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, the likelihood and ability of the parties to successfully consummate the proposed business combination and
the PIPE investment, the amount of funds available in the trust account as a result of stockholder redemptions or otherwise, the services offered by Footprint and the markets in which Footprint operates, business strategies, debt levels, industry
environment, potential growth opportunities, the effects of regulations and Gores Holdings VIIIs or Footprints projected future results. These forward-looking statements generally are identified by the words believe,
predict, project, potential, expect, anticipate, estimate, intend, strategy, future, forecast, opportunity,
plan, may, should, will, would, should, will be, will continue, will likely result, and similar expressions (including the negative versions
of such words or expressions).
Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to:
(i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of Gores Holdings VIII securities; (ii) the risk that the proposed business combination may not be
completed by Gores Holdings VIIIs business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Gores Holdings VIII; (iii) the failure to satisfy the conditions to the
consummation of the proposed business combination and PIPE investment, including the approval of the proposed business combination by Gores Holdings VIIIs stockholders, the satisfaction of the minimum trust account amount following redemptions
by Gores Holdings VIIIs public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the failure to obtain financing to complete the proposed business combination, including to consummate the PIPE investment;
(v) the effect of the announcement or pendency of the proposed business combination on Footprints business relationships, performance, and business generally; (vi) risks that the proposed business combination disrupts current plans
of Footprint and potential difficulties in Footprints employee retention as a result of the proposed business combination; (vii) the outcome of any legal proceedings that may be instituted against Gores Holdings VIII or Footprint related
to the agreement and the proposed business combination; (viii) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the business combination; (ix) the ability to maintain the listing of the Gores Holdings VIIIs securities on the NASDAQ; (x) the price of Gores Holdings VIIIs securities, including volatility resulting
from changes in the competitive and highly regulated industries in which Footprint plans to operate, variations in performance across competitors, changes in laws and regulations affecting Footprints business and changes in the combined
capital structure; (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities; and (xii) other risks and
uncertainties set forth in the section entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statement in Gores Holdings VIII final prospectus relating to its initial public offering (File No. 333-252483) declared effective by the U.S. Securities and Exchange Commission (the SEC) on February 24, 2021 and other documents filed, or to be filed with the SEC by Gores Holdings VIII,
including the Registration Statement (as defined below). The foregoing list of factors is not exhaustive. There may be additional risks that neither Gores Holdings VIII or Footprint presently know or that Gores Holdings VIII or Footprint currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in Gores
Holdings VIIIs definitive proxy statement contained in the Registration Statement, including those under Risk Factors therein, and other documents filed by Gores Holdings VIII from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers
are cautioned not to put undue reliance on forward-looking statements, and Gores Holdings VIII and Footprint assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise. Neither Gores Holdings VIII nor Footprint gives any assurance that either Gores Holdings VIII or Footprint will achieve its expectations.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the business combination, Gores Holdings VIII has filed a registration statement on Form S-4 (the
Registration Statement) that includes a preliminary prospectus and preliminary proxy statement of Gores Holdings VIII. The proxy statement/prospectus is not yet effective. The definitive proxy statement/prospectus, when it is declared
effective by the SEC, will be sent to all Gores Holdings VIII stockholders as of a record date to be established for voting on the proposed business combination and the other matters to be voted upon at a meeting of Gores Holdings VIIIs
stockholders to be held to approve the proposed business combination and other matters (the Special Meeting). Gores Holdings VIII may also file other documents regarding the proposed business combination with the SEC. The definitive
proxy statement/final prospectus will contain important information about the proposed business combination and the other matters to be voted upon at the Special Meeting and may contain information that an investor will consider important in making
a decision regarding an investment in Gores Holdings VIIIs securities. Before making any voting decision, investors and security holders of Gores Holdings VIII and other interested parties are urged to read the Registration Statement and the
proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business
combination.