Current Report Filing (8-k)
28 May 2021 - 6:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 2021
GORES TECHNOLOGY PARTNERS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-40194
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85-4306029
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6260 Lookout Road
Boulder, CO
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80301
(Zip Code)
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(Address of principal executive offices)
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(303) 531-3100
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbols
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Name of each exchange
on which registered
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Class A Common Stock
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GTPA
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Nasdaq Capital Market
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Warrants
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GTPAW
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Nasdaq Capital Market
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Units
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GTPAU
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Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities Exchange
Commission (the SEC) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies (the SEC Statement). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination,
which terms are similar to those contained in the warrant agreement governing the Gores Technology Partners, Inc.s (the Company) warrants.
As previously disclosed in the Form 12b-25 filed on May 18, 2021 by the Company with the SEC, as a result of the
SEC Statement, the Company reevaluated the accounting treatment of (i) the redeemable warrants that were included in the units issued by the Company in its initial public offering and (ii) the redeemable warrants that were issued in a
private placement (collectively, the Warrants). Management of the Company concluded that the Warrants should be reclassified as derivative liabilities. The Company is reviewing the impacts of the SEC Statement on the Companys
unaudited financial statements for the quarterly period ended March 31, 2021. As a result of the foregoing, as well as the time and dedication of resources needed to prepare its Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2021 (the Form 10-Q), the Company was unable to file the Form 10-Q by the required due date of May 17, 2021.
In connection with the foregoing, on May 21, 2021, the Company
received a notice (the Notice) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the Rule)
because it had not timely filed the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC.
Under Nasdaq rules, the Company has 60 calendar days, or until July 20, 2021, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the
Companys plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 15, 2021, to regain compliance. The Company is working diligently
to complete and file the Form 10-Q as soon as reasonably practicable with the intention of regaining compliance.
The Notice has no immediate effect on the listing or trading of the Companys securities. However, if the Company fails to timely regain compliance with
the Rule, the Companys securities will be subject to delisting from the Nasdaq Capital Market.
Item 8.01 Other Events.
On May 27, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as believes, expects, intends,
plans, estimates, assumes, may, should, will, seeks, or other similar expressions. These forward-looking statements include, without limitation, the Companys
expectations regarding the timing of the filing of the Form 10-Q. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the
expected results, including those under Risk Factors in the Final Prospectus on Form 424B4, dated March 11, 2021, and filed with the SEC on March 15, 2021, and in subsequent reports filed with the SEC. Most of these factors are
outside the Companys control and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any
obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Gores Technology Partners, Inc.
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Date: May 27, 2021
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By:
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/s/ Andrew McBride
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Name:
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Andrew McBride
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Title:
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Chief Financial Officer and Secretary
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