Gores Metropoulos, Inc.

9800 Wilshire Blvd.

Beverly Hills, CA 90212

October 27, 2020

VIA EDGAR

Sherry Haywood

CF Office of Manufacturing

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549 -3628

 

Re:

Gores Metropoulos, Inc. (the “Registrant”)

Registration Statement on Form S-4 (File No. 333-248794)

Dear Ms. Haywood:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the Registrant respectfully requests that the effective date of the Registrant’s Registration Statement on Form S-4 (File No. 333-248794) filed with the Securities and Exchange Commission (the “Commission”) on September 14, 2020, as amended by Amendment No. 1 filed on October 19, 2020 and Amendment No. 2 filed on October 23, 2020 (the “Registration Statement”), be accelerated by the Commission to 4:00 pm Washington D.C. time on October 29, 2020, or as soon as practicable thereafter.

The Registrant hereby acknowledges the following:

 

   

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

   

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

   

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant hereby confirms that it is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

The Registrant requests that it be notified of such effectiveness by a telephone call to James R. Griffin of Weil, Gotshal & Manges LLP at (214) 746-7779 and that such effectiveness also be confirmed in writing to the addresses listed on the cover page of the Registration Statement.


Very truly yours,

 

Gores Metropoulos, Inc.

 

By:

 

/s/ Dean Metropoulos

Name:

 

Dean Metropoulos

Title:

 

Chairman of the Board of Directors

 

cc:

Via E-Mail

Andrew McBride

James R. Griffin, Esq.

Kyle C. Krpata, Esq.

Albert Vanderlaan, Esq.

Daniel Kim, Esq.

 

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