false 0001783398 0001783398 2021-01-13 2021-01-13 0001783398 us-gaap:CommonClassAMember 2021-01-13 2021-01-13 0001783398 us-gaap:WarrantMember 2021-01-13 2021-01-13 0001783398 ghiv:UnitsMember 2021-01-13 2021-01-13

 

 

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): January 13, 2021

 

 

GORES HOLDINGS IV, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39189   82-2124167

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

9800 Wilshire Blvd.

Beverly Hills, CA

90212
(Address of principal executive offices)   (Zip Code)

(310) 209-3010

(Registrant’s 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:

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbols

 

Name of each exchange

on which registered

Class A Common Stock   GHIV   Nasdaq Capital Market
Warrants   GHIVW   Nasdaq Capital Market
Units   GHIVU   Nasdaq Capital Market

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 8.01

Other Events.

On January 13, 2021, the Company filed Amendment No. 1 (the “Amendment”) to its definitive proxy statement (the “Proxy Statement”) for the Company’s Special Meeting in Lieu of the Company’s 2021 Annual Meeting of Stockholders that was filed with the Securities and Exchange Commission (“SEC”) on December 16, 2020, to revise (i) the proposed par value of the Class C Stock and Class D Stock of the Company from “no par value” to a par value of $0.0001, respectively, and (ii) revise the name of the Post-Business Combination Company to “UWM Holdings Corporation,” in the proposed Second Amended and Restated Certificate of Incorporation of the Company (the “Proposed Charter”), which is being proposed for adoption by the Company’s stockholders as Proposal No. 3 (the Charter Approval Proposal) of the Proxy Statement. A copy of the updated Proposed Charter, replacing Annex B of the Proxy Statement, is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On January 13, 2021, Gores Holdings IV, Inc. (the “Company”) issued a press release reminding its stockholders to vote in favor of the approval of the Company’s proposed business combination with United Wholesale Mortgage, LLC (f/k/a United Shore Financial Services, LLC) (“UWM”) and the related proposals to be voted upon at the Company’s Special Meeting in Lieu of the Company’s 2021 Annual Meeting of Stockholders (the “Special Meeting”). In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will be held via live webcast at https://www.cstproxy.com/goresholdingsiv/2021, on January 20, 2021, at 9:00 a.m. Eastern Time. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Additional Information about the Proposed Business Combination and Where to Find It

The Company has filed the Proxy Statement with the SEC and has mailed the Proxy Statement and other relevant documents to its stockholders. The Proxy Statement contains important information about the proposed business combination contemplated by the Business Combination Agreement and the other matters to be voted upon at the Special Meeting. Company stockholders and other interested persons are advised to read the Proxy Statement, as well as any amendments or supplements thereto, in connection with the Company’s solicitation of proxies for the Special Meeting because they contain important information about the proposed business combination. The record date established for voting on the proposed business combination contemplated by the Business Combination Agreement and the other matters to be voted upon at the Special Meeting was set as December 15, 2020. Company stockholders may also obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov, by directing a request to: Gores Holdings IV, Inc., 9800 Wilshire Boulevard, Beverly Hills, CA 90212, attention: Jennifer Kwon Chou (email: jchou@gores.com) or contacting Morrow Sodali LLC, the Company’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).

Participants in Solicitation

The Company, UWM and their respective directors and officers may be deemed participants in the solicitation of proxies of Company stockholders in connection with the proposed business combination. Company stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 27, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Company stockholders in connection with the proposed business combination contemplated by the Business Combination Agreement and other matters to be voted upon at the Special Meeting is set forth in the Proxy Statement for the proposed business combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination is included in the Proxy Statement.

 

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Forward Looking Statements

This Current Report may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning the Company’s or UWM’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and the effects of regulation, including whether this transaction will generate returns for stockholders. These forward-looking statements are based on the Company’s or UWM’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this Current Report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s or UWM’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (b) the failure to obtain approval of the proposed business combination by the stockholders of the Company; (c) the failure to receive required regulatory approval; (d) the ability to meet Nasdaq’s listing standards; and (e) other risks and uncertainties indicated from time to time in the Proxy Statement filed by the Company in connection with the Company’s solicitation of proxies for the Special Meeting, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by the Company. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.

Forward-looking statements included in this Current Report speak only as of the date of this Current Report. Except as required by law, neither the Company nor UWM undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in the Company’s reports filed with the SEC and available at the SEC’s website at www.sec.gov.

Disclaimer

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

    No.    

  

Exhibit

99.1    Second Amended and Restated Certificate of Incorporation of Gores Holdings IV, Inc.
99.2    Press Release dated January 13, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

    Gores Holdings IV, Inc.
Date: January 13, 2021     By:  

/s/ Andrew McBride

    Name:   Andrew McBride
    Title:   Chief Financial Officer and Secretary

 

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