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United States securities and exchange commission logo
January 4, 2021
Andrew McBride
Chief Financial Officer
Gores Metropoulos II, Inc.
6260 Lookout Rd.
Boulder, CO 80301
Re: Gores Metropoulos
II, Inc.
Registration
Statement on Form S-1
Filed December 23,
2020
File No. 333-251663
Dear Mr. McBride:
We have reviewed your registration statement and have the
following comment. In our
comment, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Form S-1 filed December 23, 2020
Index to Financial Statements, page F-1
1. We note you have a
fiscal year end of December 31 and you have previously provided
audited financial
statements as of August 13, 2020 and for the period from July 21,
2020 (inception)
through August 13, 2020. Please tell us how you determined it would be
appropriate to update
audited financial statements as of and through December 15, 2020.
Andrew McBride
FirstName LastNameAndrew
Gores Metropoulos II, Inc. McBride
Comapany
January NameGores Metropoulos II, Inc.
4, 2021
January
Page 2 4, 2021 Page 2
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jonathan Burr at 202-551-5833 or Pamela Long at
202-551-3765 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction