Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
FAX: (212) 310-8007
March 2, 2021
VIA EDGAR TRANSMISSION
Office of Real Estate & Construction
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549-3561
Re: | Gores Technology Partners, Inc. |
Form S-1
Filed February 2, 2021
File No. 333-252640
Ladies and Gentlemen:
On behalf of our client, Gores Technology Partners, Inc., a Delaware corporation (the “Company”), we submit this letter in response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 24, 2021, relating to the Registration Statement on Form S-1 of the Company (File No. 333- 252640) submitted with the Commission on February 2, 2021. We are concurrently filing via EDGAR amendment No.1 to the Registration Statement (“Amendment No. 1”). The changes reflected in Amendment No. 1 include those made in response to the Staff’s comment and other changes intended to update, clarify and render more complete the information set forth therein.
Set forth below is the Company’s response to the Staff’s comment. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s response.
Risk Factors, page 71
1. | We note your disclosure that the exclusive forum provision in your warrant agreement applies to actions arising under the Securities Act. Please revise to state that there is uncertainty as to whether a court would enforce such provision. Please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. |
Securities and Exchange Commission
March 2, 2021
Page 2
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised pages 73 and 167 of Amendment No. 1 to add additional disclosure regarding the uncertainty that a court would enforce the exclusive forum provision in the warrant agreement with respect to claims asserting a cause of action under the Securities Act and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
2. | Tell us how your exclusive forum provision contained in your warrant agreement is consistent with your different exclusive forum provision that applies to derivative actions. |
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it believes the two exclusive forum provisions are separate and distinct and serve two different purposes. The exclusive forum provision in the Company’s amended and restated certificate of incorporation (the “Charter”) applies with respect to actions involving the internal affairs doctrine, including derivative actions and claims against an officer or director of the Company for breach of his or her fiduciary duties. The exclusive forum provision in the warrant agreement requires a warrant holder seeking to bring a claim against the Company on behalf of itself relating to the warrants. Accordingly, any claims brought by a warrant holder against the Company relating to the warrant agreement would be governed by the exclusive forum provision in the warrant agreement. Conversely, if a stockholder brought claims against the Company’s officers and directors, the exclusive forum provision in the Charter would apply. It is the type of claim that controls which exclusive forum provision applies – not whether the subject matter of the claim involves the warrant agreement.
The Company has revised pages 73 and 167 of Amendment No. 1 and Section 9.3 of the Warrant Agreement to add additional disclosure to clarify that the exclusive forum provision in the Warrant Agreement does not apply to any of the types of actions that are required to brought in the Court of Chancery in the State of Delaware pursuant to the Company’s Charter of incorporation.
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Securities and Exchange Commission
March 2, 2021
Page 2
Please contact the undersigned at (212) 310-8849 if you have any questions or need further information.
Sincerely yours, |
/s/ Heather Emmel |
Heather Emmel |
cc: | Alec Gores |
Chairman
Gores Technology Partners, Inc.
Claire deLabar, Staff Accountant
Robert Littlepage, Accounting Branch Chief
Alexandra Barone, Staff Attorney
Jan Woo, Legal Branch Chief
Securities and Exchange Commission
Paul D. Tropp, Esq.
Christopher Capuzzi, Esq.
Ropes & Gray LLP
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