Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
January 15, 2021
VIA EMAIL & EDGAR
Office of Real Estate & Construction
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549-3561
Re: Gores Metropoulos II, Inc. (the “Company”)
Registration Statement on Form S-1 (Registration No. 333-251663)
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, for itself and as representatives of any other underwriters, hereby joins the request of Gores Metropoulos II, Inc. that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on January 19, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Weil, Gotshal & Manges LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated January 13, 2021:
| (i) | Dates of distribution: January 15, 2021 and January 18, 2021 |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 2 |
| (iii) | Number of prospectuses expected furnished to underwriters, dealers, institutions and others: approximately 100 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
| DEUTSCHE BANK SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. | ||
| Acting severally on behalf of themselves and the several Underwriters | ||
| Deutsche Bank Securities Inc. | ||
| By: | /s/ Ravi Raghunathan | |
| Name: | Ravi Raghunathan | |
| Title: | Managing Director | |
| By: | /s/ Brandon Sun | |
| Name: | Brandon Sun | |
| Title: | Director | |
| Citigroup Global Markets Inc. | ||
| By: | /s/ John Eydenberg | |
| Name: | John Eydenberg | |
| Title: | Managing Director | |
[Signature Page to Acceleration Request Letter]