Based on GHVI’s current price, Matterport has an enterprise value of $3.1 billion. Based on this value and Matterport’s projected total revenue, its valuation multiples for 2021 and 2022 are 25.2x and 15.3x, respectively. Since Matterport is a growth stock, the company’s 2025 EV-to-sales multiple of 4.1x looks much more attractive. Considering that Twilio and Unity Software are trading at NTM EV-to-sales multiples of 22.3x and 24.1x, respectively, Matterport looks undervalued. Simply enter the email address you used to create your account and click “Reset Password”. Other tech rivals such as Peek and Asteroom have also pounced on segments of the 3D tour market, and the takeaway is that 3D tours are here to stay — even if other companies would like to take part of Matterport’s crown.

Gores Holdings VI is the seventh SPAC vehicle affiliated with The Gores Group, a nearly 35-year-old global investment company. To date, the company has completed five other SPAC mergers, including one with United Wholesale Mortgage. “We believe the proposed transaction with Gores Holdings VI unlocks the potential of our platform and accelerates our mission to make every building and every space more valuable and accessible,” Matterport CEO RJ Pittman, said in a statement. The merger will give the combined company — which will be listed on the NASDAQ exchange under the ticker symbol “MTTR” — an enterprise value of approximately $2.3 billion and a total equity value of $2.9 billion. This strategy has been around for years, but has recently grown in popularity — including in real estate. Most famously, Opendoor went public via a SPAC merger in December.

“Held” is the past tense of 8 “hold,” which means “to have possession or ownership.” “Immediately” means “without delay.” “Following” means “being next in order or time.” The proxy statement informed stockholders of the inherent conflicts of the SPAC’s fiduciaries and informed the stockholders about their ability to redeem their shares, and the stockholders overwhelmingly approved the transaction. Following the merger, it was reported that MultiPlan’s largest customer would be forming a competitor—this was not disclosed in the proxy statement—which resulted in a decline in MultiPlan’s share value and ensuing stockholder litigation. Gores Holdings VI is a special purpose acquisition company sponsored by an affiliate of The Gores Group for the purpose of effecting a merger, acquisition, or similar business combination. On July 22, 2021, the A&R Bylaws became effective when Gores filed an amended certificate of incorporation and the transaction was completed.

matterport spac merger

The court observed that much has changed since the announcement of that policy and, therefore, the court sought guidance from the Securities and Exchange Commission on its position with respect to Synergy’s attempt to use Delaware law to circumvent the federal securities regulatory regime. The SEC took no position on the matter but did detail the existing protections for public stockholders under the federal securities laws. The court interpreted the SEC’s decision not to take a position as meaning that Delaware’s public policy could not, in this case, provide a basis for denying Synergy’s petition. This matter concerns trading restrictions adopted in connection with a transaction between defendant Matterport Operating, LLC (“Legacy Matterport”) and a special purpose acquisition company .

Delaware law rejects “unreasonable” contractual interpretations that lead to an “absurd result.”But the evidence demonstrates that some Legacy Matterport stockholders would 9 have received their Matterport shares within a few days of closing. That timing could be viewed as consistent with a plain reading of the bylaw. The plaintiff only received his Matterport shares when he submitted letters of transmittal, more than 100 days after the closing, and therefore he argued that he did not hold Lockup Shares (and was not subject to the lock-up) since he did not hold Matterport shares “immediately following” the transaction. The court agreed with the plaintiff, holding that the plain terms of the bylaws provided that the lock-up only applied to holders of Matterport shares “immediately following” the closing and that, as a matter of law, a period of 100 days was not “immediately following” the closing. It is unnecessary to define the precise time period that the “immediately following” language covers. The only question presently before the court is how the transfer restrictions apply to the plaintiff.

In addition to seeking declaratory relief as to the validity of the restrictions, the plaintiff brings breach of fiduciary claims against Legacy Matterport’s former directors. Matterport, a spatial data firm and the real estate industry’s top progenitor of 3D tours, is set to go public via a merger with Gores Holdings VI, a special purpose acquisition company sponsored by Gore Group, a global asset management firm. Brown argues that these restrictions do not apply to him because he “hld” no Matterport shares “immediately following” the July 22, 2021 de-SPAC transaction’s closing. The defendants assert that Brown’s reading of the provision would “nullify” the transfer restrictions because “no Legacy Matterport stockholder received Matterport shares” instantly after the transaction closed.

Brown V Matterport, Inc

“We believe the proposed transaction with Gores Holdings VI unlocks the potential of our platform and accelerates our mission to make every building and every space more valuable and accessible,” Matterport CEO RJ Pittman said in a statement. Should the merger be approved by investors , CCIV will cease to trade, and shares will be converted to LCID, which will trade on the NYSE starting July 23. The company’s average rating score is 3.00, and is based on 2 buy ratings, no hold ratings, and no sell ratings. The letter “Q” added to the end of a stock symbol is not a good sign for investors; “Q” means the company is in the midst of bankruptcy proceedings. In many cases, however, the company’s old stock — labeled with the ominous “Q” indicator — is dissolved after the proceedings. Matterport is going public via a SPAC merger with Gores Holdings VI .

Legacy Matterport stockholders did not automatically become Matterport stockholders. Instead, Matterport’s transfer agent would issue Matterport Class A common shares 5 to Legacy Matterport stockholders upon receipt of a letter of transmittal surrendering their Legacy Matterport shares. Plaintiff William J. Brown served as the Chief Executive Officer of Legacy Matterport, a privately held spatial data company, from November 2013 to December 2018. Over his five years at Legacy Matterport, Brown received equity compensation in the form of stock options, granting him the right to purchase 1, 350, 000 shares of Legacy Matterport. Matterport’s customers include residential and commercial real estate, the AEC industry (Architecture, Engineering & Construction), as well as insurance companies.

matterport spac merger

As a result, option symbol GHIV will also change to UWMC effective at the opening of business on January 22, 2021. 105 at (Brown testifying that he submitted his letters of transmittal “either November 4th or November 5th of 2021” for certain shares and “on November 19, 2021” for the “remainder of his shares”). Master Fund, Ltd., 224 A.3d 964, 977 (Del. 2020) (“Because corporate charters and bylaws are contracts, our rules of contract interpretation apply.” (quoting Hill Int’l Inc. v. Opportunity P’rs L.P., 119 A.3d 30, 38 (Del. 2015))). Unless otherwise noted, the facts described in this section were stipulated to by the parties or proven by a preponderance of the evidence.

Matterports Stock Price Prediction After The Merger

The defendants assert that they would have taken discovery on “Brown’s reasons for delaying submitting his letters of transmittal, and Brown’s understanding of the value of the merger consideration he received,” had he raised this argument sooner. In my view, neither issue would change the outcome of this decision, as neither affects the A&R Bylaws’ text. When construing a corporation’s bylaws, the court is bound by the principles of contract interpretation. Words are “given their commonly accepted meaning 7 unless the context clearly requires a different one or unless legal phrases having a special meaning are used.” When a “bylaw’s language is unambiguous, the court need not interpret it or search for the parties’ intent.” Despite the drop since February, though, assuming share prices hold steady in the coming days the investors that agreed to buy Matterport shares for $10 a pop stand to make a profit.

  • The company thinks that its total addressable market size is worth $240 billion, with around 20 billion spaces around the globe.
  • It expects to turn EBITDA positive in 2024 and foresees an EBITDA of $78.5 million in 2025.
  • If the merger is approved by shareholders, the companies will combine and be publicly traded under the Matterport name.
  • The company also said it has digitized millions of buildings in more than 150 countries.
  • The company projects steady year-over-year revenue growth reaching $747 million in 2025.
  • They don’t do, produce or create anything, but rather form and go public, thus taking on the burden of initially getting onto the stock market.
  • Companies that facilitate these deals — such as Gore Holdings VI in this case — exist purely to merge.

The transaction, which gives Matterport an implied pro forma equity value of $2.9 billion, is about to close. Brown has proven, by a preponderance of the evidence, that he is not subject to the transfer restrictions in Section 7.10 of the A&R Bylaws. Brown filed his Verified Complaint on July 13, 2021, along with a motion for a temporary restraining order and a motion to expedite. On July 19, 2021, I denied the former because of laches and granted the latter.

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In choosing to merge with a SPAC, Matterport also jumped on an increasingly popular trend. The idea behind the SPAC strategy is that it allows companies to go public without jumping through the comparatively more rigorous hoops involved in a more traditional initial public offering. It is, in other words, a faster and easier way to begin raising money via stock sales. The company will begin selling shares via a SPAC merger at a moment when interest in 3D tours is surging — and when more competitors are inching onto Matterport’s turf. The Matterport deal represents the seventh SPAC merger for Gores, and second real estate-related independent public offering.

Will Ghvi Become Matterport?

The SPAC adopted amended bylaws imposing the restrictions before the business combination closed. The plaintiff, a former officer of Legacy Matterport, contends that the restrictions were adopted without his consent in violation of Section 202 of the Delaware General Corporation Law. He also asserts that the challenged bylaw provision does not apply to him by its plain terms.

Brown could not have waived an argument about the meaning of the very contractual language upon which he sought declaratory relief. Saba, 224 A.3d at 977 (quoting Hill, 119 A.3d at 38); see also PHL Variable Ins. Tr., 28 A.3d 1059, 1070 (Del. 2011) (“If is unambiguous, then there is no room for judicial interpretation and ‘the plain meaning . . . controls.'” (quoting LeVan v. Indep. Mall, Inc., 940 A.2d 929, 933 (Del. 2007))). The A&R Bylaws were adopted on July 21, 2021 but did not go into effect until the next day. A near-identical version of the bylaws, which only differed in the naming of the SPAC, was adopted simultaneously with the A&R Bylaws and was effective in the interim. GHVI stock will immediately convert to Matterport stock after the deal is completed and cease to exist in its SPAC avatar.

To the extent that any conflicting evidence was presented, I have weighed it and made findings of fact accordingly. Given the limited focus of this decision, the discussion of certain peripheral facts is abbreviated. Where facts are drawn from exhibits jointly submitted by the parties at trial, they are referred to according to the numbers provided on the parties’ joint exhibit list (cited as “JX “) unless defined.

The Ghvi And Matterport Merger Date

In an exclusive interview with Benzinga, Matterport’s CEO explained how the company is capitalizing on the largest asset class in the world. Menu icon A vertical stack of three evenly spaced horizontal lines. Last month, his Gores Group IV merged with United Wholesale Mortgage in a deal that valued the wholesale mortgage lender at $16.1 billion.

Will Ghvi Become Mttr?

Companies that facilitate these deals — such as Gore Holdings VI in this case — exist purely to merge. They don’t do, produce or create anything, but rather form and go public, thus taking on the burden of initially getting onto the stock market. Operators of and investors in such companies are effectively betting that they’ll make big returns if they merge with a successful company and share prices rise.

The company’s 3D technology is used in over 130 countries and by clients including Marriott International and Redfin. In June, Matterport announced that it has entered into a partnership with Facebook to use AI and a dataset of 3D indoor spaces in academic research. After months of waiting, 3D tour company Matterport is set to make its public debut on the stock market this morning, marking the latest example of a real estate oriented tech firm merging with a so-called “blank check” company. Matterport, a spatial data firm that makes software for virtual property tours, will merge with a special purpose acquisition company led by billionaire investor Alec Gores. Matterport is the latest firm to use a SPAC to make its public debut, in favor of the more traditional initial public offering route. Real estate technology company Opendoor also went public via a merger with a SPAC in late 2020.

As a SPAC, Gores Holdings VI has no operations other than finding a private company to take public. If the merger is approved by shareholders, the companies will combine and be publicly traded under the Matterport name. Accordingly, I find that Brown does not hold Lockup Shares subject to the transfer restrictions in Section 7.10. This conclusion is the natural consequence of the “deliberate and knowing selection of words for inclusion” in the A&R Bylaws, which the court will not rewrite. As part of its merger with GHVI, Matterport will get gross proceeds of about $345 million in cash held by GHVI in trust and $295 million in PIPE at $10 per share. The PIPE investors include BlackRock, Miller Value Partners, Fidelity, and Tiger Global.

As real estate professionals strategize on how to do business in 2021’s competitive, fast-paced housing market, they’ll discover the need for better tools to market their listings. HW Media connects and informs decision makers matterport spac merger across the housing economy. Professionals rely on HW Media for breaking news, reporting, and industry data and rankings. Will change its name, trading symbol and CUSIP to UWM Holdings Corporation , CUSIP 91823B109.

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