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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
Table of Contents

As filed with the Securities and Exchange Commission on March 8, 2021

Registration Statement No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ARDAGH METAL PACKAGING S.A.
(Exact Name of Registrant as Specified in Its Charter)

56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
+352 26 25 85 55
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Ardagh Metal Beverage USA Inc.
8770 W. Bryn Mawr Avenue
Chicago, IL 60631
United States
(773)-399-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

             Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

             Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

             Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

             Emerging growth company    o

             If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.    o

CALCULATION OF REGISTRATION FEE

(1)

All securities being registered will be issued by Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B251465 ("AMPSA"), in connection with the proposed business combination by and among Gores Holdings V, Inc. ("GHV"), AMPSA, Ardagh Group S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B160804 ("AGSA"), and Ardagh MP MergeCo Inc., a Delaware corporation ("MergeCo"), as described in the proxy statement/prospectus forming a part of this registration statement.

(2)

Consists of (a) 52,500,000 AMPSA Shares (as defined herein) issuable in exchange for outstanding GHV Class A Common Stock (as defined herein) and (b) 9,843,750 AMPSA Shares issuable in exchange for outstanding GHV Class F Common Stock (as defined herein) converted into GHV Class A Common Stock pursuant to the Class F Conversion (as defined herein). Assumes no shares of GHV Class A Common Stock are redeemed by the Public Stockholders (as defined herein) in connection with the Business Combination.

(3)

GHV Warrants will automatically convert into AMPSA Warrants upon consummation of the Merger as described in the proxy statement/prospectus included herein.

(4)

Consists of AMPSA Shares issuable upon exercise of AMPSA Warrants. Each AMPSA Warrant will entitle the warrant holder to purchase one AMPSA Share at a price of $11.50 per share (subject to adjustment).

(5)

Pursuant to Rule 416(a), an indeterminable number of additional securities are also being registered to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(6)

Pursuant to Rules 457(c) and 457(f)(1) under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying $10.16, which represents the average of the high and low prices of GHV Common Stock on the Nasdaq Capital Market on March 4, 2021, by 62,343,750, the estimated number of shares of GHV Common Stock that will be outstanding immediately prior to the closing of the Merger (including the redemption of GHV Common Stock that may be redeemed pursuant to the terms of GHV's second amended and restated certificate of incorporation, and the shares of GHV Common Stock included in the GHV Units).

(7)

The maximum number of AMPSA Warrants and AMPSA Shares of the registrant issuable upon exercise of the AMPSA Warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to such AMPSA Warrants has been allocated to the AMPSA Shares underlying such warrants and those AMPSA Shares are included in the registration fee as calculated in footnote (8) below.

(8)

No separate registration fee required pursuant to Rule 457(g) under the Securities Act. Pursuant to Rule 457(g)(1) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the AMPSA Shares underlying the AMPSA Warrants is calculated based on an exercise price of $11.50 per share.

(9)

Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.

(10)

Paid herewith.

             The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT FOR SPECIAL MEETING OF GORES HOLDINGS V, INC. AND
PROSPECTUS FOR SHARES AND WARRANTS OF ARDAGH METAL PACKAGING S.A. SUBJECT TO COMPLETION, DATED MARCH 8, 2021

GORES HOLDINGS V, INC.
9800 Wilshire Blvd.
Beverly Hills, California 90212

Dear Gores Holdings V, Inc. Stockholder:

             We cordially invite you to attend a special meeting in lieu of the 2021 annual meeting of the stockholders of Gores Holdings V, Inc., a Delaware corporation ("we," "us," "our" or the "Company"), which, in light of public health concerns regarding the coronavirus ("COVID-19") pandemic, will be held via live webcast at                        , on                        , 2021, at                         (the "Special Meeting"). The Special Meeting can be accessed by visiting                        , where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing                                    (toll-free within the U.S. and Canada) or                        (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is                        , but you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the Special Meeting by means of remote communication.

             On February 22, 2021, the Company, Ardagh Metal Packaging S.A. ("AMPSA"), a public limited liability company (societe anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, Ardagh Group S.A. ("AGSA"), a public limited liability company (societe anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, and Ardagh MP MergeCo Inc. ("MergeCo"), a Delaware corporation, entered into a Business Combination Agreement (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, a series of transactions will occur, including the following: (i) prior to the Closing, AGSA will effect a series of transactions that will result in (a) the subsidiaries of AGSA that are engaged in the AMP Business being wholly owned by AMPSA and (b) assets and liabilities relating to the businesses of AGSA (other than the AMP Business) that are held by subsidiaries of AGSA that are engaged in the AMP Business being transferred to subsidiaries of AGSA that are not engaged in the AMP Business, and assets and liabilities relating to the AMP Business that are held by subsidiaries of AGSA (other than the AMP Entities) being transferred to the AMP Entities; (ii) prior to the Closing, AMPSA intends to incur indebtedness in an amount yielding net proceeds of not less than $2,315,000,000 and having an aggregate principal of no more than $2,800,000,000; (iii) at the Closing, certain investors will subscribe for approximately 60,000,000 AMPSA Shares for an aggregate purchase price payable to AMPSA of approximately $600,000,000 (excluding the GHV Sponsor Backstop); and (iv) at the Closing, MergeCo will merge with and into GHV, with GHV being the surviving corporation as a wholly owned subsidiary of AMPSA, and all Class A Common Stock of the Company, par value $0.0001 per share, outstanding immediately prior to the effective time of the Merger, other than any Excluded Shares (as defined in the Business Combination Agreement), will be contributed to AMPSA in exchange for AMPSA Shares, and all of the Company's warrants outstanding immediately prior to the effective time of the Merger will be converted into warrants of AMPSA. You are being asked to vote for the Merger Proposal.

             At the Special Meeting, Company stockholders will be asked to consider and vote upon a proposal (the "Merger Proposal" or "Proposal No. 1") to adopt the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and approve the Merger. In addition, you are being asked to consider and vote upon: (i) a separate proposal with respect to certain governance provisions in AMPSA's articles of association, which are being separately presented in accordance with SEC requirements and which will be voted on a non-binding advisory basis (the "Governance Proposal" or "Proposal No. 2"), and (ii) a proposal to adjourn the Special Meeting to a later date or dates, (A) to ensure that any supplement or amendment to the accompanying proxy statement/prospectus that our Board of Directors (the "Board") has determined in good faith is required by applicable law to be disclosed to the Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (B) if, as of the time for which the Special Meeting is originally scheduled, there are insufficient shares of GHV Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (C) to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal (the "Adjournment Proposal" or "Proposal No. 3").

             Each of these proposals is more fully described in the accompanying proxy statement, which each stockholder is encouraged to read carefully.

             Our publicly-traded GHV Class A Common Stock, GHV Units and Public Warrants are currently listed on the Nasdaq Capital Market under the symbols "GRSV," "GRSVU" and "GRSVW," respectively. AMPSA intends to apply to list its AMPSA Shares and AMPSA Warrants on NYSE under the symbols "AMBP" and "AMBPW," respectively, upon the closing of the Merger.

             Pursuant to our current certificate of incorporation, we are providing our Public Stockholders with the opportunity to redeem, upon the closing of the Merger, shares of GHV Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Merger) in the Trust Account that holds the proceeds of our IPO (including interest not previously released to the Company to fund its working capital requirements plus regulatory compliance requirements and other costs related thereto, subject to an annual limit of $1,250,000, for a maximum of 24 months, using funds released to the Company from the Trust Account ("Regulatory Withdrawals") and/or to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses)). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $18,375,000 that we will pay to the underwriters of our IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the balance of the Trust Account of $525,020,571 as of December 31, 2020, the estimated per share redemption price would have been approximately $10.00. Public Stockholders may elect to redeem their shares even if they vote for the Merger Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the shares of GHV Class A Common Stock included in the GHV Units sold in our IPO. We refer to this as the "20% threshold." We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20% threshold, but we are not permitted to redeem shares of our GHV Class A Common Stock in an amount that would result in the Company's failure to have net tangible assets exceeding $5,000,000. Holders of our outstanding Public Warrants do not have redemption rights in connection with the Merger. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of our Public Stockholders exercise their redemption rights with respect to their shares of GHV Class A Common Stock.

             Our Sponsor and current independent directors (our "Initial Stockholders"), as well as our officers and other current directors, have agreed to waive their redemption rights with respect to their shares of GHV Common Stock in connection with the consummation of the Merger, and the GHV Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of GHV Common Stock they may hold in connection with the consummation of the Merger. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of GHV Common Stock, including all of the GHV Founder Shares. Our Initial Stockholders, directors and officers have agreed to vote any shares of the Company's GHV Common Stock owned by them in favor of the Merger Proposal. The GHV Founder Shares are subject to transfer restrictions.

             We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting (including following any adjournments or postponements of the Special Meeting). Information about the Special Meeting, the Business Combination (including the Merger) and other related business to be considered by the Company's stockholders at the Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, we urge all Company stockholders to read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of the Company and AMPSA, carefully and in their entirety. In particular, we urge you to read carefully the section entitled "Risk Factors" beginning on page 62 of the accompanying proxy statement/prospectus.

             After careful consideration, our Board has unanimously approved the Business Combination Agreement and the transactions effected pursuant thereto, including the Merger, and unanimously recommends that our stockholders vote "FOR" adoption of the Business Combination Agreement and approval of the Merger, and "FOR" all other proposals presented to our stockholders in the accompanying proxy statement. When you consider the Board's recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the section entitled "Proposal No. 1—Merger Proposal—Interests of GHV Initial Stockholders and GHV's Other Current Officers and Directors" for additional information.

             Approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of GHV Common Stock entitled to vote thereon at the Special Meeting. The approval of the Governance Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of GHV Common Stock represented in person or by proxy and entitled to vote at the Special Meeting.

             Your vote is very important.    Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Merger will be consummated only if the Merger Proposal is approved at the Special Meeting. Unless waived by the parties to the Business Combination Agreement, the closing of the Merger is conditioned upon the approval of the Merger Proposal. The Governance Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

             If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted "FOR" each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

             TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT THE COMPANY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY'S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

             On behalf of our Board, I would like to thank you for your support of Gores Holdings V, Inc. and look forward to a successful completion of the Merger.

             NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

             The accompanying proxy statement/prospectus is dated                , 2021 and is expected to be first mailed to Company stockholders on or about                , 2021.

NOTICE OF SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF
STOCKHOLDERS OF GORES HOLDINGS V, INC.
TO BE HELD                , 2021

To the Stockholders of Gores Holdings V, Inc.:

        NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of the stockholders of Gores Holdings V, Inc., a Delaware corporation (the "Company"), which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held via live webcast at            , on            , 2021, at            (the "Special Meeting"). The Special Meeting can be accessed by visiting            , where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing            (toll-free within the U.S. and Canada) or            (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is             , but you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the Special Meeting by means of remote communication.

        You are cordially invited to attend the Special Meeting to conduct the following items of business:

(1)

Merger Proposal—To consider and vote upon a proposal (the "Merger Proposal" or "Proposal No. 1") to adopt the Business Combination Agreement, dated as of February 22, 2021 (as amended as of March 5, 2021, and as may be amended from time to time, the "Business Combination Agreement"), by and among the Company, Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg ("AMPSA"), Ardagh MP MergeCo Inc., a Delaware corporation ("MergeCo"), and Ardagh Group S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg ("AGSA"), a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the Merger. At and in connection with the closing of the Merger pursuant to the Business Combination Agreement (the "Closing" and, such date, the "Closing Date"), certain investors will subscribe for approximately 60,000,000 AMPSA Shares for an aggregate purchase price payable to AMPSA of approximately $600,000,000 (excluding the GHV Sponsor Backstop) and all Class A Common Stock of the Company, par value $0.0001 per share, outstanding immediately prior to the effective time of the Merger, other than any Excluded Shares (as defined in the Business Combination Agreement), will be contributed to AMPSA in exchange for AMPSA Shares, and all of the Company's warrants outstanding immediately prior to the effective time of the Merger will be converted into warrants of AMPSA.



(2)

Governance Proposal—To consider and vote upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in AMPSA's articles of association in accordance with United States Securities and Exchange Commission requirements (Proposal No. 2).



(3)

Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, (A) to ensure that any supplement or amendment to this proxy statement/prospectus that our Board of Directors (the "Board") has determined in good faith is required by applicable law to be disclosed to the Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (B) if, as of the time for which the Special meeting is originally scheduled, there are insufficient shares of GHV Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (C) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Merger Proposal (Proposal No. 3).

        The above matters are more fully described in this proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. We urge you to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of the Company and AMPSA.

        The record date for the Special Meeting is                , 2021. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

        Gores Sponsor V, LLC, a Delaware limited liability company (our "Sponsor"), and Mr. Randall Bort, Mr. William Patton and Mr. Jeffrey Rea, the Company's independent directors (together with the Sponsor, the "Initial Stockholders"), officers and other current directors have agreed to vote any of the shares of GHV Class F Common Stock that are currently owned by our Initial Stockholders (the "GHV Founder Shares") and any Public Shares purchased during or after our initial public offering (our "IPO") in favor of the Merger Proposal. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of GHV Common Stock, including all of the GHV Founder Shares.

        Pursuant to our current certificate of incorporation, we will provide our Public Stockholders with the opportunity to redeem, effective upon the closing of the Merger, shares of the Company's GHV Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Merger) in our trust account (the "Trust Account") that holds the proceeds of our IPO (including interest not previously released to the Company to fund regulatory compliance requirements and other costs related thereto, subject to an annual limit of $1,250,000, for a maximum of 24 months, using funds released to the Company from the Trust Account ("Regulatory Withdrawals") and/or to pay its franchise and income taxes). The per-share amount we will distribute to Public Stockholders who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $18,375,000 that we will pay to the underwriters of our IPO, as well as other transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the balance of our Trust Account of $525,020,571 as of December 31, 2020, the estimated per share redemption price would have been approximately $10.00. Public Stockholders may elect to redeem their shares even if they vote "FOR" the Merger Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the shares of GHV Common Stock included in the GHV Units sold in our IPO. We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20% threshold, but in no event are we permitted to redeem shares of our GHV Class A Common Stock in an amount that would result in our failure to have net tangible assets exceeding $5,000,000. Holders of our outstanding Public Warrants do not have redemption rights in connection with the Merger.

        Our Initial Stockholders, current officers and other current directors have agreed to waive their redemption rights with respect to their shares of GHV Common Stock in connection with the consummation of the Merger, and the GHV Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of GHV Common Stock they may hold in connection with the consummation of the Merger.

        The Merger is conditioned on the approval of the Merger Proposal at the Special Meeting. The Governance Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

        A majority of the issued and outstanding shares of the Company's GHV Common Stock entitled to vote as of the record date at the Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special

Meeting. The approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of GHV Common Stock entitled to vote thereon at the Special Meeting. The approval of the Governance Proposal and the approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of the outstanding shares of GHV Common Stock represented in person or by proxy and entitled to vote at the Special Meeting. The Board unanimously recommends that you vote "FOR" each of these proposals.

Beverly Hills, California
                , 2021

TABLE OF CONTENTS

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ii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the "SEC") by AMPSA, constitutes a prospectus of AMPSA under Section 5 of the Securities Act, with respect to the AMPSA Shares to be issued to the GHV stockholders if the Merger described herein is consummated. This document also constitutes a notice of meeting and a proxy statement/prospectus under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to the special meeting of GHV stockholders at which GHV stockholders will be asked to consider and vote upon the Merger Proposal, among other matters.

        This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

        This proxy statement/prospectus has been prepared on the basis that any offer of securities in any Member State of the European Economic Area ("EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).

        Prohibition of Sales to EEA Retail Investors—The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

        MiFID II Product Governance / Professional Investors and ECPs Only Target Market —Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the securities (for the purposes of this provision, a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

        This proxy statement/prospectus has been prepared on the basis that any offer of securities in the United Kingdom ("UK") will be made pursuant to an exemption from the requirement to publish a prospectus for offers of securities under section 85 of the Financial Services and Markets Act 2000 (the "FSMA").

        Prohibition of Sales to United Kingdom Retail Investors—The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that

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customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

        UK Product Governance / Professional Investors and ECPs Only Target Market—Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is only eligible counterparties, as defined in the UK Financial Conduct Authority ("FCA") Handbook Conduct of Business Sourcebook and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the securities (for the purposes of this provision, a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

        This proxy statement/prospectus is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) through (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended)) in connection with the offering or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This proxy statement/prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this proxy statement/prospectus relates is available only to relevant persons and will be engaged in only with relevant persons.

        This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to GHV or AMPSA and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that GHV or AMPSA will not assert its respective rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. Neither GHV nor AMPSA intend its use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of GHV or AMPSA, as applicable, by, these other parties.

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MARKET AND INDUSTRY DATA

        Given the specialized nature of the metal packaging markets in which AMPSA operates, there does not exist a relevant and reliable third-party source of much of the relevant market information presented in this proxy statement/prospectus. Therefore, estimates provided by AMPSA regarding these markets as set forth in this proxy statement/prospectus, as well as estimated market shares of AMPSA or its competitors, are largely based on AMPSA's knowledge of these markets, developed primarily from analysis of public information, third-party reports to the extent available, competitors' public announcements and regulatory filings and information gathered in the course of acquisitions. The data relating to market sizes, market share and market position are based on the most recent data available. This information has not been confirmed by an independent organization, nor can there be assurance that third parties would arrive at the same results were they to employ different methods for gathering, analyzing and calculating such data. Breakdowns of market shares were established on the basis of the AMP Business's consolidated revenues and these data. Market positions and percentage shares are those that AMPSA believes it holds in terms of revenues. They are based on industry market sectors on which AMPSA's business is arranged.

        Certain additional information regarding the global packaging industry, generally, and the metal packaging sector, specifically, has been sourced from Smithers Pira.

        Any third-party information described above and included in this proxy statement/prospectus has been accurately reproduced and, as far as AMPSA is aware and is able to ascertain from the information published by such third parties, the reproduced information is accurate and no facts have been omitted which would render such information inaccurate or misleading. Market share data is subject to change, however, and such third-party information has been prepared for statistical and other informational purposes, which is limited by the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market share.

AMP BUSINESS FINANCIAL STATEMENT PRESENTATION

        The Combined Financial Statements of the AMP Business included in this proxy statement/prospectus have been prepared in accordance with IFRS. The AMP Business's deemed transition date to IFRS and its interpretations as issued by the IASB is January 1, 2018. The preparation of financial statements in conformity with IFRS as issued by the IASB requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the AMP Business's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the combined financial statements, are disclosed in the financial statements.

        The Combined Financial Statements included in this proxy statement/prospectus have been prepared based on a calendar year and are presented in U.S. dollars, rounded to the nearest million. Therefore, discrepancies in the tables between totals and the sums of the amounts listed may occur due to such rounding. The Combined Financial Statements have been prepared under the historical cost convention except for the following:

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derivative financial instruments are stated at fair value; and



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employee benefit obligations are measured at the present value of the future estimated cash flows related to benefits earned and pension assets valued at fair value.

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SUMMARY TERM SHEET

        This summary term sheet, together with the sections entitled "Questions and Answers About the Proposals for Stockholders" and "Summary of the Proxy Statement/Prospectus," summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus, including this summary term sheet, please see the section entitled "Frequently Used Terms."

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Gores Holdings V, Inc., a Delaware corporation, which we refer to as "we," "us," "our," "GHV," or the "Company" within this Summary Term Sheet, is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.



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There are currently 65,625,000 shares of GHV Common Stock, par value $0.0001 per share, of the Company, issued and outstanding, consisting of (i) 52,500,000 shares of GHV Class A Common Stock originally sold as part of the IPO, and (ii) 13,125,000 shares of GHV Class F Common Stock, 11,500,000 of which were initially issued to our Sponsor prior to our IPO, 2,156,250 of which were the result of a stock dividend and 531,250 of which were forfeited following the expiration of the unexercised portion of underwriters' over-allotment option. To facilitate the Business Combination, our Sponsor agreed to forfeit 3,281,250 shares of its Class F Common Stock prior to the Merger. There are currently no shares of Company preferred stock issued and outstanding. In addition, we issued 10,500,000 Public Warrants to purchase GHV Class A Common Stock (originally sold as part of the GHV Units issued in our IPO) as part of our IPO along with 6,250,000 Private Placement Warrants issued to our Sponsor in a private placement on August 10, 2020 (the "IPO Closing Date"). Each Public Warrant entitles its holder to purchase one share of our GHV Class A Common Stock at an exercise price of $11.50 per share, to be exercised only for a whole number of shares of our GHV Class A Common Stock. The Public Warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of the IPO, and they expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants at a price of $0.01 per warrant, if the last sale price of the Company's GHV Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by our Sponsor or its permitted transferees. In connection with the Merger, all the GHV Warrants, including the Public Warrants, will be converted into AMPSA Warrants. For more information regarding the Public Warrants, please see the section entitled "Description of AMPSA's Securities."



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The aggregate consideration to be paid to AGSA pursuant to the Business Combination Agreement and the Transfer Agreement consists of (a) $2,315,000,000, payable in cash (in U.S. dollars or euros or a combination of both) from the proceeds of the Debt Financing, (b) 484,956,250 AMPSA Shares, (c) a promissory note issued by AMPSA in the amount of $1,085,000,000, to be paid in cash at the Closing or, in certain circumstances, a combination of cash and AMPSA Shares, and (d) the right to receive, during the five-year period commencing 180 days after the Closing, up to 60,730,000 additional AMPSA Shares in five equal installments if the price of AMPSA Shares maintains for a certain period of time a volume weighted average price greater than or equal to $13.00, $15.00, $16.50, $18.00 and $19.50, as applicable (collectively, the "AGSA Consideration").

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•

The Subscribers have agreed to purchase in the aggregate 60,000,000 shares of AMPSA for $600,000,000 of gross proceeds, in the PIPE (in addition, the GHV Sponsor has agreed to the GHV Sponsor Backstop).



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It is anticipated, upon completion of the Merger, and assuming that no shares are elected to be redeemed: (i) the Public Stockholders (other than the Subscribers) will retain an ownership interest of approximately 8.6% in AMPSA; (ii) the Subscribers will own approximately 9.9% of AMPSA (such that Public Stockholders, including Subscribers, will own approximately 18.5% of AMPSA); (iii) the Initial Stockholders (including our Sponsor) will own approximately 1.6% of AMPSA; and (iv) AGSA will own approximately 79.9% of AMPSA.



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GHV's Board and management considered various factors in determining whether to approve the Business Combination Agreement and transactions effected pursuant thereto, including the fact that AMPSA is a pre-eminent pure play beverage can company, that AMPSA is a leader in sustainability and that there are long-term industry megatrends and environmentally conscious end consumers that are driving an inflection point in beverage can demand. For more information about the GHV Board decision-making process, see the section entitled "The Business Combination—GHV's Board of Directors' Reasons for the Approval of the Business Combination."



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Pursuant to GHV's current certificate of incorporation, in connection with the Merger, Public Stockholders may elect to have their GHV Class A Common Stock redeemed for cash at the applicable redemption price per share calculated in accordance with GHV's current certificate of incorporation. As of December 31, 2020, the redemption price would have been approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of GHV Class A Common Stock for cash and will no longer own shares of AMPSA following the Closing. Such a holder will be entitled to receive cash for their GHV Class A Common Stock only if they properly demand redemption and deliver their shares (either physically or electronically) to our Transfer Agent, Continental Stock & Trust Company, at least two business days prior to the Special Meeting. Please see the section entitled "Special Meeting in Lieu of 2021 Annual Meeting of GHV Stockholders—Redemption Rights."



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In addition to voting to approve the Merger Proposal at the Special Meeting, the stockholders of the Company will be asked to vote on:



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a separate proposal with respect to certain governance provisions in AMPSA's articles of association, which are being separately presented in accordance with SEC requirements and which will be voted on a non-binding advisory basis (the "Governance Proposal" or "Proposal No. 2") and



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a proposal to adjourn the Special Meeting to a later date or dates, (A) to ensure that any supplement or amendment to this proxy statement/prospectus that the Board has determined in good faith is required by applicable law to be disclosed to Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (B) if, as of the time for which the Special Meeting is originally scheduled, there are insufficient shares of GHV Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (C) to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal (the "Adjournment Proposal" or "Proposal No. 3").

Please see the sections entitled "GHV Stockholder Proposal No. 1—Merger Proposal," "—GHV Stockholder Proposal No. 2—Governance Proposal" and "GHV Stockholder Proposal No. 3—The Adjournment Proposal." The Merger is conditioned on the approval of the Merger Proposal. The

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Governance Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal in this proxy statement/prospectus.

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Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the closing of the Merger is subject to a number of conditions set forth in the Business Combination Agreement including, among others, that: (a) no action or governmental order or law shall have been enacted, issued, promulgated, enforced or entered that restrains, enjoins or otherwise prohibits the consummation of the Transactions or would cause any of the Transactions to be rescinded following the Closing; (b) the Merger Proposal shall have been approved and adopted by the requisite affirmative vote of the GHV stockholders; (c) a Luxembourg statutory independent auditor (réviseur d'entreprises agréé) of AMPSA shall have issued appropriate reports regarding the contributions in kind relating to the AMPSA Shares to be issued to AGSA and the GHV stockholders; (d) all closing conditions to the PIPE Investment shall have been satisfied or waived and the PIPE Investment Amount shall have been paid to AMPSA on the Closing Date; (e) the registration statement of which this proxy statement/prospectus forms a part shall have been declared effective under the Securities Act and no stop order or proceedings for purposes of suspending the effectiveness of the registration statement shall have been initiated by the SEC and not withdrawn; and (f) the AMPSA Shares shall have been approved for listing on NYSE, subject to official notice of issuance. For more information about the closing conditions to the Merger, please see the section entitled "The Business Combination Agreement—Conditions to Closing the Merger."



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The Business Combination Agreement may be terminated at any time prior to the consummation of the Merger upon agreement of the parties thereto, or by the Company, on the one hand, or AGSA, on the other hand, in specified circumstances. For more information about the termination rights under the Business Combination Agreement, please see the section entitled "The Business Combination Agreement—Termination of the Business Combination Agreement."



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The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled "Risk Factors."

In considering the recommendation of our Board to vote for the proposals presented at the Special Meeting, including the Merger Proposal, you should be aware that aside from their interests as stockholders, our Sponsor and certain members of our Board and officers have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Merger Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Merger Proposal. These interests include, among other things:

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the fact that the Initial Stockholders have agreed not to redeem any of the GHV Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;



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the fact that the GHV Sponsor paid an aggregate of $25,000 for the GHV Founder Shares that will be exchanged for AMPSA Shares at the Merger Effective Time, and which AMPSA Shares would, if unrestricted and freely tradable, have a value of approximately $98 million at the Merger Effective Time (based on per share price of $10), but given the restrictions on such AMPSA Shares pursuant to the Registration Rights and Lock-Up Agreement, GHV believes such AMPSA Shares have less value;

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the fact that the Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their GHV Founder Shares if GHV fails to complete an initial business combination by August 10, 2022;



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the fact that the GHV Sponsor paid an aggregate of approximately $12,500,000 for its 6,250,000 Private Placement Warrants to purchase shares of GHV Class A Common Stock, and that such Private Placement Warrants will expire and become worthless if a business combination is not consummated by August 10, 2022;



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if the Trust Account is liquidated, including in the event GHV is unable to complete an initial business combination within the required time period, the GHV Sponsor has agreed to indemnify GHV to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which GHV has entered into an acquisition agreement or claims of any third party (other than its independent public accountants) for services rendered or products sold to GHV, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;



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the continued indemnification of GHV's existing directors and officers and the purchase of a tail policy with respect to GHV's directors' and officers' existing liability insurance;



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the fact that the GHV Sponsor, officers and directors will lose their entire investment in GHV and will not be reimbursed for any out-of-pocket expenses if GHV does not consummate an initial business combination by August 10, 2022;



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the fact that the GHV Sponsor has the right to nominate two independent directors to AMPSA's board of directors as of the Closing;



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that, at the closing of the Merger, GHV will enter into the Registration Rights and Lock-Up Agreement, which provides for registration rights to the holders of AMPSA Shares that are parties thereto and their permitted transferees;



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the fact that the GHV Sponsor and members of the GHV Board and management would hold the following number of shares in AMPSA at the Closing:

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the fact that the GHV Sponsor has entered into a Subscription Agreement with AMPSA and GHV, pursuant to which the GHV Sponsor has committed to purchase 2.5 million AMPSA Shares in the PIPE for an aggregate commitment of approximately $25 million, provided that the GHV Sponsor has the right to syndicate the AMPSA Shares purchased under such Subscription Agreement in advance of the Closing;

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•

that an affiliate of the GHV Sponsor, Mr. Alec E. Gores, has committed to purchase            AMPSA Shares in the PIPE for an aggregate commitment of approximately $            in connection with the syndication by the GHV Sponsor of its portion of the PIPE; and




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the fact that the GHV Sponsor has committed to acquire up to 9.5 million AMPSA Shares at a per share price of $10.00 in the event that there are redemptions from the Trust Account that are in excess of $1 million.

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FREQUENTLY USED TERMS

In this document:

        "Adjournment Proposal" means a proposal to adjourn the special meeting of the stockholders of GHV to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Merger Proposal at such Special Meeting.

        "AGSA" means Ardagh Group S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B 160804.

        "AMP Business" means the business of developing, manufacturing, marketing and selling metal beverage cans and ends and related technical and customer services as engaged by the Ardagh Group and its subsidiaries, including the AMP Entities.

        "AMP Entities" means as of the date hereof, Ardagh Metal Packaging S.A., Ardagh Metal Packaging Holdings Sarl, Ardagh Metal Beverage Manufacturing Austria GmbH , Ardagh Metal Beverage Trading Austria GmbH, Ardagh Metal Beverage Holdings Brazil Ltda., Latas Indústria de Embalagens de Aluminio do Brasil Ltda., Ardagh Indústria de Embalagens Metálicas do Brasil Ltda., Ardagh Metal Beverage Holdings France S.A.S., Ardagh Metal Beverage Trading France S.A.S., Ardagh Metal Beverage France S.A.S., Ardagh Metal Beverage Holdings Germany GmbH, Ardagh Metal Beverage Germany GmbH, Recan GmbH (i.l.), SARIO Grundstücksvermietungsgesellschaft mbH & Co. Objekt Elfi KG (i.l.), Ardagh Metal Beverage Trading Germany GmbH, Ardagh Metal Beverage Associations GmbH, Ardagh Packaging Holdings Limited, Ardagh Metal Packaging Finance plc, Ardagh Metal Packaging Treasury Limited, Ardagh Metal Beverage Holdings Netherlands B.V., Ardagh Metal Beverage Netherlands B.V., Ardagh Metal Beverage Trading Netherlands B.V., Ardagh Metal Beverage Trading Poland Sp. z o.o, Ardagh Metal Beverage Poland Sp. z o.o, Recan Organizacja Odzysku Opakowan S.A., Ardagh Metal Beverage Serbia d.o.o., Ardagh Spain S.L., Ardagh Metal Beverage Trading Spain S.L., Ardagh Metal Beverage Spain S.L., Ardagh Metal Beverage Europe GmbH, Ardagh Metal Beverage Holdings UK Limited, Ardagh Metal Beverage Trading UK Limited, Ardagh Metal Beverage UK Limited, Recan UK Limited (i.l.), Ardagh Metal Beverage USA Inc., Ardagh Metal Packaging Finance USA LLC, and Ardagh MP MergeCo Inc.

        "AMPSA" means Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B 251465.

        "AMPSA Shareholders" means holders of AMPSA Shares.

        "AMPSA Shares" means shares of AMPSA, with a nominal value of EUR 0.01 per share.

        "AMPSA Warrants" means the former GHV Warrants converted at the Merger Effective Time into a right to subscribe for AMPSA Shares on substantially the same terms as were in effect immediately prior to the Merger Effective Time with respect to GHV Common Stock under the terms of the Warrant Agreement.

        "Ardagh Group" means AGSA and its consolidated subsidiaries.

        "Ardagh Metal Packaging Business" means the AMP Business.

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        "broker non-vote" means the failure of a GHV stockholder, who holds his, her or its shares in "street name" through a broker or other nominee, to give voting instructions to such broker or other nominee.

        "Business Combination" means the transactions contemplated by the Business Combination Agreement.

        "Business Combination Agreement" means the Business Combination Agreement, dated as of February 22, 2021, as may be amended from time to time, by and among GHV, AMPSA, AGSA and MergeCo.

        "Class F Conversion" means the automatic conversion immediately prior to the Merger Effective Time pursuant to the Business Combination Agreement of each share of GHV Class F Common Stock, other than the 3,281,250 shares of GHV Class F Common Stock held by the GHV Sponsor that will be cancelled immediately prior to such conversion, into a number of validly issued, fully paid and nonassessable shares of GHV Class A Common Stock equal to the Class F Conversion Ratio.

        "Class F Conversion Ratio" means the ratio at which the shares of GHV Class F Common Stock are automatically convertible into shares of GHV Class A Common Stock pursuant to GHV's Second Amended and Restated Certificate of Incorporation.

        "Closing" means the consummation of the Merger.

        "Closing Date" means the date of the Closing.

        "Code" means the United States Internal Revenue Code of 1986, as amended.

        "Combined Financial Statements" means the audited annual combined financial statements of the AMP Business as of December 31, 2020, 2019, 2018 and January 1, 2018 and for each of the three years in the period ended December 31, 2020 prepared in accordance with IFRS.

        "Continental" means Continental Stock Transfer & Trust Company, GHV's transfer agent and warrant agent.

        "COVID-19" means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

        "Debt Financing" means the debt financing pursuant to the Commitment Letter (as defined in the Business Combination Agreement) or such other alternative financing arrangements to be incurred by the AMPSA Financing Parties (as defined in the Business Combination Agreement) in respect of the Transactions, in an amount which would yield net proceeds of not less than $2,315,000,000 and have an aggregate principal of no more than $2,800,000,000.

        "Deferred Discount" means the $18,375,000 underwriting fee that GHV will pay to the underwriters upon the completion of the Merger.

        "DGCL" means the Delaware General Corporation Law.

        "Duff & Phelps" means Duff & Phelps, LLC.

        "Earnout Shares" means the up to 60,730,000 AMPSA Shares to be issued to AGSA on the terms and subject to the conditions set forth in Section 3.6 of the Business Combination Agreement.

        "Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

        "GAAP" means United States generally accepted accounting principles.

        "GHV" refers to Gores Holdings V, Inc., a Delaware corporation.

        "GHV Board" means the board of directors of GHV.

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        "GHV Class A Common Stock" means GHV's Class A common stock, par value $0.0001 per share.

        "GHV Class F Common Stock" means GHV's Class F common stock, par value $0.0001 per share.

        "GHV Closing Cash Amount" means the sum of (i) the amount of immediately available funds contained in the Trust Account available for release to GHV plus (ii) all funds held by GHV outside of the Trust Account and immediately available to GHV, in each case, after giving effect to any payments to be made to any GHV stockholder exercising its right to redeem their shares of GHV Class A Common Stock.

        "GHV Common Stock" means the GHV Class A Common Stock and the GHV Class F Common Stock, collectively.

        "GHV Founder Shares" means the 13,125,000 shares of GHV Class F Common Stock that are currently owned by Initial Stockholders, of which 13,050,000 shares are held by GHV's Sponsor and 75,000 shares are held by each of Mr. Randall Bort, Mr. William Patton and Mr. Jeffrey Rea.

        "GHV Sponsor" or "Sponsor" means Gores Sponsor V LLC, a Delaware limited liability company.

        "GHV Sponsor Backstop" means the commitment of the GHV Sponsor, pursuant to the Subscription Agreement entered into by and among the GHV Sponsor, GHV and AMPSA, to subscribe at a purchase price of $10.00 per share for a number of AMPSA Shares equal to the number of shares of GHV Class A Common Stock redeemed by the Public Stockholders, up to a maximum of 9,500,000 AMPSA Shares, but only if the aggregate purchase price for redeemed shares of GHV Class A Common Stock exceeds $1,000,000.

        "GHV Units" means the 13,125,000 units issued in connection with the IPO, each of which consisted of one share of GHV Class A Common Stock and one-fifth of one Public Warrant, whereby each whole Public Warrant entitles the holder thereof to purchase one share of GHV Class A Common Stock at an exercise price of $11.50 per share of GHV Class A Common Stock.

        "GHV Warrants" means the Public Warrants and the Private Placement Warrants.

        "Glass Packaging" means AGSA's glass packaging and related operations.

        "Governance Proposal" means a proposal to consider and vote upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in AMPSA's articles of association in accordance with SEC requirements.

        "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and related interpretations as adopted by the IASB.

        "Initial Stockholders" means the holders of shares of GHV Class F Common Stock, including GHV's Sponsor and Mr. Randall Bort, Mr. William Patton and Mr. Jeffrey Rea, GHV's independent directors.

        "IPO" means GHV's initial public offering of GHV units, consummated on August 10, 2020, through the sale of 52,500,000 GHV Units (including 5,000,000 units sold pursuant to the underwriters' partial exercise of their over-allotment option) at $10.00 per unit.

        "MergeCo" means Ardagh MP MergeCo Inc., a Delaware corporation.

        "Merger" means the merger of MergeCo with and into GHV, with GHV surviving the Merger as a wholly owned subsidiary of AMPSA.

        "Merger Effective Time" means the date and time as specified in the Certificate of Merger to be filed with the Secretary of State of the State of Delaware to effect the Merger.

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        "Merger Proposal" means the proposal to adopt the Business Combination Agreement and approve the Merger.

        "Minimum Cash Closing Conditions" means the provisions in the Business Combination Agreement that provide that

(i)

GHV's obligation to consummate the Merger is conditioned on the sum of the following amounts equaling or exceeding $685,000,000: (a) the amount in the Trust Account, after giving effect to redemptions of Public Shares, (b) the proceeds from the PIPE and (c) all funds held by GHV outside of the Trust Account and immediately available to GHV, and



(ii)

AGSA's obligation to consummate the Merger is conditioned on it receiving as consideration in the Business Combination a minimum cash payment of $3,000,000,000.

        "Morrow" means Morrow Sodali, proxy solicitor to GHV.

        "Nasdaq" means the Nasdaq Capital Market.

        "Notes Offering" means the offering by AMPSA of €450 million 2.000% Senior Secured Notes due 2028, $600 million 3.250% Senior Secured Notes due 2028, €500 million 3.000% Senior Notes due 2029 and $1,050 million 4.000% Senior Notes due 2029, which constitutes the Debt Financing.

        "NYSE" means The New York Stock Exchange.

        "PCAOB" means the United States Public Company Accounting Oversight Board.

        "PIPE" or "PIPE Investment" means the private placement pursuant to which the Subscribers will purchase 60,000,000 AMPSA Shares (or up to 69,500,000 AMPSA Shares if such shares are purchased pursuant to the GHV Sponsor Backstop), for a purchase price of $10.00 per share.

        "PIPE Shares" means the 60,000,000 AMPSA Shares (or up to 69,500,000 AMPSA Shares if such shares are purchased pursuant to the GHV Sponsor Backstop) to be issued to the Subscribers pursuant to the PIPE Investment.

        "Pre-Closing Restructuring" means the series of transactions effected pursuant to the Transfer Agreement that will result in, among other things, (a) the AMP Business being wholly owned by AMPSA and (b) any assets and liabilities relating to the business of AGSA (other than the AMP Business) that are held by the AMP Entities being transferred to subsidiaries of AGSA that are not the AMP Entities, and assets and liabilities relating to the AMP Business that are held by subsidiaries of AGSA (other than the AMP Entities) being transferred to the AMP Entities.

        "Pre-Closing Restructuring Completion Date" means April 1, 2021 or such other date as mutually agreed by AGSA and AMPSA on which to consummate the Pre-Closing Restructuring.

        "Private Placement Warrants" means the warrants to purchase GHV Class A Common Stock purchased in a private placement in connection with the IPO.

        "Prospectus" means the proxy statement/prospectus included in this Registration Statement on Form F-4 (Registration No.            ) filed with the SEC.

        "Public Shares" means shares of GHV Class A Common Stock issued as part of the GHV Units sold in the IPO.

        "Public Stockholders" means the holders of shares of GHV Class A Common Stock, provided, that GHV's Initial Stockholders are considered a "Public Stockholder" only with respect to any Public Shares held by them.

        "Public Warrants" means the warrants included in the GHV Units sold in the IPO, each of which is exercisable for one share of GHV Class A Common Stock, in accordance with its terms.

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        "Registration Rights and Lock-Up Agreement" means that certain form of agreement attached to the Business Combination Agreement as Exhibit B.

        "Regulatory Withdrawals" means funds released to GHV from the Trust Account to fund regulatory compliance requirements and other costs related thereto, subject to an annual limit of $1,250,000, for a maximum of 24 months.

        "Related Agreements" means, collectively, the Transfer Agreement, the Services Agreement, the Shareholders Agreement, the Subscription Agreement, the Registration Rights and Lock-Up Agreement and the Warrant Assignment, Assumption and Amendment Agreement.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the United States Securities Act of 1933, as amended.

        "Shareholders Agreement" means the Shareholders Agreement to be entered into by AGSA and AMPSA, effective as of the Merger Effective Time, in substantially the form attached to the Business Combination Agreement as Exhibit C.

        "Special Meeting" means the special meeting in lieu of the 2021 annual meeting of the stockholders of GHV that is the subject of this proxy statement/prospectus.

        "Subscribers" means the institutional investors that have committed to purchase AMPSA Shares in the PIPE.

        "The Gores Group" means The Gores Group LLC, an affiliate of the GHV Sponsor.

        "Transactions" means collectively, the Business Combination, including the Pre-Closing Restructuring, the Debt Financing, the PIPE Investment, the Merger and the other transactions contemplated by the Business Combination Agreement and the Related Agreements, including the contribution to AMPSA of the GHV Class A Common Stock and the exchange of the GHV Warrants for warrants issued by AMPSA exercisable for AMPSA Shares.

        "Transfer Agreement" means the Transfer Agreement, dated as of February 22, 2021, as may be amended, by and between AGSA and AMPSA.

        "Trust Account" means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Warrants.

        "Warrant Agreement" means the warrant agreement, dated August 10, 2020, by and between GHV and Continental Stock Transfer & Trust Company, as warrant agent, governing GHV's outstanding warrants.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

        References in this section to "we," "our," "us," the "Company," or "Gores" generally refer to GHV.

        The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Merger. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Merger and the voting procedures for the Special Meeting, which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held via live webcast at                , on                , 2021, at                 . The Special Meeting can be accessed by visiting                , where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing              (toll-free within the U.S. and Canada) or              (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is              , but you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the Special Meeting by means of remote communication.

Q:    Why am I receiving this proxy statement/prospectus?

A:

Our stockholders are being asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Merger, among other proposals. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its Annexes contain important information about the proposed Merger and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

Q:    When and where is the Special Meeting?

A:

In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will be held via live webcast at                , on                 , 2021, at                . The Special Meeting can be accessed by visiting                , where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing              (toll-free within the U.S. and Canada) or              (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is              , but you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the Special Meeting by means of remote communication.

Q:    What are the specific proposals on which I am being asked to vote at the Special Meeting?

A:

The Company's stockholders are being asked to approve the following proposals:

1.

Merger Proposal—To adopt the Business Combination Agreement and approve the Merger (Proposal No. 1);

2.

Governance Proposal—To consider and act upon a separate proposal with respect to certain governance provisions in AMPSA's articles of association which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis (Proposal No. 2); and

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3.

Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, (A) to ensure that any supplement or amendment to this proxy statement/prospectus that the GHV Board has determined in good faith is required by applicable law to be disclosed to Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (B) if, as of the time for which the Special Meeting is originally scheduled, there are insufficient shares of GHV Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (C) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Merger Proposal (Proposal No. 3).

Q:    Are the proposals conditioned on one another?

A:

No. The Merger is conditioned on the approval of the Merger Proposal only. It is important for you to note that in the event that the Merger Proposal does not receive the requisite vote for approval, we will not consummate the Merger. If we do not consummate the Merger and fail to complete an initial business combination by August 10, 2022, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the Public Stockholders.

Q:    Why is the Company providing stockholders with the opportunity to vote on the Business Combination Agreement?

A:

Under our current certificate of incorporation, we must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. Because the proposed business combination transaction is being effected through the Merger, our stockholders will have the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. The approval of the Merger Proposal is also a condition to the closing of the Merger under the Business Combination Agreement.

Q:    What revenues and profits/losses has the AMP Business generated in the last three years?

A:

For the years ended December 31, 2020, 2019 and 2018, the AMP Business had total revenue of $3,451 million, $3,344 million and $3,338 million, respectively, and profit/ (loss) for the year of $111 million, $(40) million and $(75) million, respectively. For more information, please see the sections entitled "Selected Historical Combined Financial and Other Data of the AMP Business," "AMPSA Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Unaudited Pro Forma Condensed Combined Financial Information."

Q:    What will happen in the Merger?

A:

Pursuant to the Business Combination Agreement and the Related Agreements, and upon the terms and subject to the conditions set forth therein, AGSA, AMPSA, GHV and/or MergeCo will effect a series of transactions we collectively refer to as the Business Combination. Prior to the Closing, AGSA will effect the Pre-Closing Restructuring and AMPSA will incur indebtedness under the Debt Financing. At the Closing, (i) the Subscribers will subscribe for 60,000,000 AMPSA shares for an aggregate purchase price payable to AMPSA of $600,000,000 (excluding the GHV Sponsor Backstop), (ii) MergeCo will merge with and into GHV, with GHV being the surviving corporation as a wholly owned subsidiary of AMPSA, and all shares of GHV Class A Common Stock outstanding immediately prior to the Merger Effective Time, other than any Excluded

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Shares (as defined in the Business Combination Agreement), will be contributed to AMPSA in exchange for AMPSA Shares, and (iii) all GHV Warrants outstanding immediately prior to the Merger Effective Time will be converted into AMPSA Warrants.

Q:    Following the Merger, will GHV's securities continue to trade on a stock exchange?

A:

No. The GHV Common Stock, the GHV Units and the GHV Warrants are currently listed on Nasdaq under the symbols "GRSV," "GRSVU" and "GRSVW." Upon the Closing, AMPSA expects to delist GHV's securities from the Nasdaq and apply to list its AMPSA Shares and AMPSA Warrants on NYSE under the symbols "AMBP" and "AMBPW."

Q:    How has the announcement of the Business Combination affected the trading price of the Company's GHV Class A Common Stock?

A:

On February 22, 2021, the trading date before the public announcement of the Business Combination, GHV Units, GHV Class A Common Stock and Public Warrants closed at $11.32, $10.86 and $2.13, respectively. On              , 2021, the trading date immediately prior to the date of this proxy statement/prospectus, the GHV Units, GHV Class A Common Stock and Public Warrants closed at $              , $              and $              , respectively.

Q:    Will the management of AMPSA change in the Merger?

A:

No, the management of AMPSA is not expected to change following the consummation of the Merger. Prior to the consummation of the Merger, the directors of AMPSA are Paul Coulson, Shaun Murphy, Oliver Graham, David Matthews, Abigail Blunt, Yves Elsen, The Rt. Hon. The Lord Hammond of Runnymede, Hermanus Troskie and Edward White. Following the Merger, AMPSA's board of directors is expected to expand from 9 to 11 directors and consist of Paul Coulson, Shaun Murphy, Oliver Graham, David Matthews, Abigail Blunt, Yves Elsen, The Rt. Hon. The Lord Hammond of Runnymede, Hermanus Troskie and Edward White and two other directors to be designated for nomination by our Sponsor, who are expected to be identified and appointed prior to the Closing.

Q:    What equity stake will current stockholders of the Company, Private Placement Investors and the AMPSA Shareholders hold in AMPSA after the Closing?

A:

After the consummation of the Merger, and assuming that no shares of GHV are elected to be redeemed, it is anticipated: (i) the Public Stockholders (other than the Subscribers) will retain an ownership interest of approximately 8.6% in AMPSA; (ii) the Subscribers will own approximately 9.9% of AMPSA (such that Public Stockholders, including Subscribers, will own approximately 18.5% of AMPSA); (iii) the Initial Stockholders (including our Sponsor) will own approximately 1.6% of AMPSA; and (iv) AGSA will own approximately 79.9% of AMPSA.

Q:    Will the Company or AMPSA raise new financing in connection with the Business Combination?

A:

The Company will not obtain new financing in connection with the Business Combination, but AMPSA will consummate the PIPE and the Debt Financing as contemplated by the Business Combination Agreement. The proceeds from the Debt Financing and the PIPE, together with funds in the Trust Account, will be used to pay the AGSA Consideration and certain transaction expenses. The PIPE is contingent upon, among other things, the satisfaction or waiver of the closing conditions in the Business Combination Agreement. Neither GHV nor AMPSA anticipates obtaining any additional debt financing to fund the Business Combination.

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Q:    What conditions must be satisfied to complete the Merger?

A:

There are a number of closing conditions in the Business Combination Agreement, including the approval by our stockholders of the Merger Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Merger, please see the section entitled "The Business Combination Agreement."

Q:    Why is the Company proposing the Governance Proposal?

A:

As required by applicable SEC guidance, we are requesting that our stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in AMPSA's Articles of Association that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law, but pursuant to SEC guidance, we are required to submit these provisions to our stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on us or the GHV Board. Furthermore, the approval of the Merger Proposal is not conditioned on the separate approval of the Governance Proposal. For additional information, please see the section entitled "GHV Stockholder Proposal No. 2—Governance Proposal.

Q:    Why is the Company proposing the Adjournment Proposal?

A:

We are proposing the Adjournment Proposal to allow the adjournment of the Special Meeting to a later date or dates (A) to ensure that any supplement or amendment to this proxy statement/prospectus that the GHV Board has determined in good faith is required by applicable law to be disclosed to Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders prior to the Special Meeting, (B) if, as of the time for which the Special Meeting is originally scheduled, there are insufficient shares of GHV Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or (C) to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal. Please see the section entitled "GHV Stockholder Proposal No. 3—The Adjournment Proposal" for additional information.

Q:    What happens if I sell my shares of GHV Class A Common Stock before the Special Meeting?

A:

The record date for the Special Meeting is earlier than the date that the Merger is expected to be completed. If you transfer your shares of GHV Class A Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of GHV Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Merger. If you transfer your shares of GHV Class A Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q:    What constitutes a quorum at the Special Meeting?

A:

A majority of the issued and outstanding shares of the GHV Common Stock entitled to vote as of the record date at the Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Our Initial Stockholders, who currently own 20% of our issued and outstanding shares of GHV Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special

17

Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting,              shares of our GHV Common Stock would be required to achieve a quorum.

Q:    What vote is required to approve the proposals presented at the Special Meeting?

A:

The approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of GHV Common Stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote, with regard to the Merger Proposal will have the same effect as a vote "AGAINST" the Merger Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote "AGAINST" the Merger Proposal. Our Initial Stockholders have agreed to vote their shares of GHV Common Stock in favor of the Merger Proposal.

The approval of the Governance Proposal, which is a non-binding advisory vote, requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of GHV Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Governance Proposal will have no effect on the Governance Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Governance Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of GHV Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

Q:    What happens if the Merger Proposal is not approved?

A:

If the Merger Proposal is not approved and we do not consummate a business combination by August 10, 2022, we will be required to dissolve and liquidate our Trust Account.

Q:    May the Company, its Sponsor or the Company's directors or officers or their affiliates purchase shares in connection with the Business Combination?

A:

In connection with the stockholder vote to adopt the Business Combination Agreement and approve the Merger, our Sponsor, directors or officers or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of our directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such selling stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such selling stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors or officers or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

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Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Additionally, in connection with the execution of the Business Combination Agreement, the Sponsor entered into a Subscription Agreement pursuant to which it has agreed to subscribe for up to an additional 9,500,000 AMPSA Shares for a purchase price of $10.00 per share in the event that redemptions of GHV's Class A Common Stock, if any, result in an aggregate redemption price of more than $1,000,000. See "Certain Agreements Related to the Business Combination—Subscription Agreements."

Q:    How many votes do I have at the Special Meeting?

A:

Our stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of GHV Common Stock held of record as of                , 2021, the record date for the Special Meeting. As of the close of business on the record date, there were              outstanding shares of our GHV Common Stock.

Q:    How do I vote?

A:

If you were a holder of record of our GHV Common Stock on                , 2021, the record date for the Special Meeting, you may vote with respect to the proposals in person via the virtual meeting platform at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 9:00 a.m. Eastern Time on              , 2021.

Voting at the Special Meeting via the Virtual Meeting Platform.    If you attend the Special Meeting and plan to vote in person via the virtual meeting platform, you will be provided with explicit instructions on how to vote in person via the virtual meeting platform. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person via the virtual meeting platform at the Special Meeting. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person via the virtual meeting platform, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares. For additional information, please see the section entitled "Special Meeting in Lieu of 2021 Annual Meeting of Company Stockholders."

Q:    What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:

At the Special Meeting, we will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have the same effect as a vote "AGAINST" the Merger Proposal but will have no effect on the Governance Proposal or the Adjournment Proposal.

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Q:    What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:

Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted "FOR" each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:    If I am not going to attend the Special Meeting via the virtual meeting platform, should I return my proxy card instead?

A:

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:    If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders at this Special Meeting will be considered non-routine and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a "broker non-vote." Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:    How will a broker non-vote impact the results of each proposal?

A:

Broker non-votes will have the same effect as a vote "AGAINST" the Merger Proposal.

Q:    May I change my vote after I have mailed my signed proxy card?

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to our Secretary at the address listed below so that it is received by our Secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.

Q:    What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

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Q:    How will the Company's Sponsor, directors and officers vote?

A:

Prior to our IPO, we entered into agreements with our Sponsor and each of our directors and officers, pursuant to which each agreed to vote any shares of GHV Common Stock owned by them in favor of the Merger Proposal. None of our Sponsor, directors or officers has purchased any shares of our GHV Common Stock during or after our IPO and, as of the date of this proxy statement, neither we nor our Sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Merger. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of GHV Common Stock, including all of the GHV Founder Shares, and will be able to vote all such shares at the Special Meeting.

Q:    What interests do the Sponsor and the Company's current officers and directors have in the Business Combination?

A:

Our Sponsor and certain members of the GHV Board and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. See "Risk Factors—Risks Relating to GHV and the Merger—The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of our stockholders." You should take these interests into account in deciding whether to approve the Merger Proposal. These interests include:

•

the fact that the Initial Stockholders have agreed not to redeem any of the GHV Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

•

the fact that the GHV Sponsor paid an aggregate of $25,000 for the GHV Founder Shares that will be exchanged for AMPSA Shares at the Merger Effective Time, and which AMPSA Shares would, if unrestricted and freely tradable, have a value of approximately $98 million at the Merger Effective Time (based on per share price of $10), but given the restrictions on such AMPSA Shares pursuant to the Registration Rights and Lock-Up Agreement, GHV believes such AMPSA Shares have less value;

•

the fact that the Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their GHV Founder Shares if GHV fails to complete an initial business combination by August 10, 2022;

•

the fact that the GHV Sponsor paid an aggregate of approximately $12,500,000 for its 6,250,000 Private Placement Warrants to purchase shares of GHV Class A Common Stock, and that such Private Placement Warrants will expire and become worthless if a business combination is not consummated by August 10, 2022;

•

if the Trust Account is liquidated, including in the event GHV is unable to complete an initial business combination within the required time period, the GHV Sponsor has agreed to indemnify GHV to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which GHV has entered into an acquisition agreement or claims of any third party (other than its independent public accountants) for services rendered or products sold to GHV, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•

the continued indemnification of GHV's existing directors and officers and the purchase of a tail policy with respect to GHV's directors' and officers' existing liability insurance;

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•

the fact that the GHV Sponsor, officers and directors will lose their entire investment in GHV and will not be reimbursed for any out-of-pocket expenses if GHV does not consummate an initial business combination by August 10, 2022;



•

the fact that the GHV Sponsor has the right to nominate two independent directors to AMPSA's board of directors as of the Closing;



•

that, at the closing of the Merger, GHV will enter into the Registration Rights and Lock-Up Agreement, which provides for registration rights to the holders of AMPSA Shares that are parties thereto and their permitted transferees;



•

the fact that the GHV Sponsor and members of the GHV Board and management would hold the following number of shares in AMPSA at the Closing:

•

the fact that the GHV Sponsor has entered into a Subscription Agreement with AMPSA and GHV, pursuant to which the GHV Sponsor has committed to purchase 2.5 million AMPSA Shares in the PIPE for an aggregate commitment of approximately $25 million, provided that the GHV Sponsor has the right to syndicate the AMPSA Shares purchased under such Subscription Agreement in advance of the Closing;



•

that an affiliate of the GHV Sponsor, Mr. Alec E. Gores, has committed to purchase            AMPSA Shares in the PIPE for an aggregate commitment of approximately $            in connection with the syndication by the GHV Sponsor of its portion of the PIPE; and



•

the fact that the GHV Sponsor has committed to acquire up to 9.5 million AMPSA Shares at a per share price of $10.00 in the event that there are redemptions from the Trust Account that are in excess of $1 million.

Q:    Did the GHV Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Merger?

A:

Yes. Although our current certificate of incorporation does not require the GHV Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target business is affiliated with our Sponsor, directors or officers, the GHV Board received a fairness opinion from Duff & Phelps as to the fairness from a financial point of view to GHV, as of the date of such opinion, of the consideration in the Business Combination. Please see the section entitled "The Business Combination—Opinion of GHV's Financial Advisor" and the opinion of Duff & Phelps attached hereto as Annex B for additional information.

Q:    What happens if I vote against the Merger Proposal?

A:

If you vote against the Merger Proposal but the Merger Proposal still obtains the affirmative vote of a majority of the outstanding shares of GHV Common Stock entitled to vote thereon at the

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Special Meeting, then the Merger Proposal will be approved and, assuming the satisfaction or waiver of the other conditions to closing, the Merger will be consummated in accordance with the terms of the Business Combination Agreement.

If you vote against the Merger Proposal and the Merger Proposal does not obtain the affirmative vote of the outstanding shares of GHV Common Stock entitled to vote at the Special Meeting, then the Merger Proposal will fail and we will not consummate the Merger. If we do not consummate the Merger, we may continue to try to complete a business combination with a different target business until August 10, 2022. If we fail to complete an initial business combination by August 10, 2022, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our Public Stockholders.

Q:    Do I have redemption rights?

A:

If you are a holder of Public Shares, you may redeem your Public Shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Merger, including interest not previously released to the Company to fund Regulatory Withdrawals and/or to pay its franchise and income taxes, by (ii) the total number of then-outstanding Public Shares; provided that the Company will not redeem any shares of GHV Class A Common Stock issued in the IPO to the extent that such redemption would result in the Company's failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) in excess of $5,000,000. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the shares of GHV Class A Common Stock included in the GHV Units sold in our IPO. Holders of our outstanding Public Warrants do not have redemption rights in connection with the Merger. Our Sponsor, directors and officers have agreed to waive their redemption rights with respect to their shares of GHV Common Stock in connection with the consummation of the Merger, and the GHV Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of our GHV Common Stock they may hold in connection with the consummation of the Merger. For illustrative purposes, based on the balance of our Trust Account of $525,020,571 as of December 31, 2020, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the Merger is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest not previously released to the Company to fund Regulatory Withdrawals and/or to pay its franchise and income taxes) in connection with the liquidation of the Trust Account, unless we complete an alternative business combination prior to August 10, 2022.

Q:    Can the Company's Initial Stockholders redeem their GHV Founder Shares in connection with consummation of the Merger?

A:

No. Our Initial Stockholders, officers and directors have agreed to waive their redemption rights with respect to their shares of GHV Common Stock in connection with the consummation of the Merger. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of our GHV Common Stock they may hold in connection with the consummation of the Merger.

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Q:    Is there a limit on the number of shares I may redeem?

A:

Yes. A Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13(d)(3) of the Exchange Act), is restricted from exercising redemption rights with respect to more than an aggregate of 20% of the shares sold in our IPO. Accordingly, all shares in excess of 20% owned by a holder or "group" of holders will not be redeemed for cash. On the other hand, a Public Stockholder who holds less than 20% of the Public Shares and is not a member of a "group" may redeem all of the Public Shares held by such stockholder for cash (subject to our requirement to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) in excess of $5,000,000).

In no event is your ability to vote all of your shares (including those shares held by you or by a "group" in excess of 20% of the shares sold in our IPO) for or against the Merger Proposal restricted.

We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of shares of GHV Class A Common Stock by our Public Stockholders will reduce the amount in our Trust Account, which held cash and investment securities with a fair value of $525,020,571 as of December 31, 2020. Taking into account the anticipated gross proceeds of approximately $600,000,000 from the PIPE as well as the GHV Sponsor Backstop, all Public Stockholders could redeem their shares and the Minimum Cash Closing Conditions in the Business Combination Agreement could still be satisfied. However, in no event will we redeem shares of our GHV Class A Common Stock in an amount that would result in the Company's failure to have net tangible assets exceeding $5,000,000, and so given the foregoing assumptions, the maximum number of shares we could redeem is 52,000,019 shares of GHV Class A Common Stock.

Q:    Is there a limit on the total number of shares that may be redeemed?

A:

Yes. Our current certificate of incorporation provides that we may not redeem our Public Shares in an amount that would result in the Company's failure to have net tangible assets in excess of $5,000,000 (such that we are not subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the Business Combination Agreement. Other than this limitation, our current certificate of incorporation does not provide a specified maximum redemption threshold.

Assuming the amount of $525,020,571 in our Trust Account as of December 31, 2020, if all 52,500,000 shares of GHV Class A Common Stock are redeemed, they would be redeemed at a per share price of approximately $10.00. Taking into account the anticipated gross proceeds of approximately $600,000,000 from the PIPE as well as the GHV Sponsor Backstop, even if all Public Stockholders redeem their shares, the Minimum Cash Closing Conditions in the Business Combination Agreement could still be satisfied. However, in no event will we redeem shares of our GHV Class A Common Stock in an amount that would result in the Company's failure to have net tangible assets in excess of $5,000,000, and so given the foregoing assumptions, the maximum number of shares we could redeem is 52,000,019 shares of GHV Class A Common Stock.

Q:    How will the absence of a maximum redemption threshold affect the Merger?

A:

The Business Combination Agreement provides for the Minimum Cash Closing Conditions. As a result, assuming the consummation of the PIPE (including, if applicable, the GHV Sponsor Backstop), we may be able to complete our proposed Merger Proposal even if all or a substantial portion of our Public Stockholders redeem their shares or enter into privately negotiated

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agreements to sell their shares to our Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of Public Shares by the Company or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Merger Proposal or other proposals (as described in this proxy statement) at the Special Meeting. See "The Business Combination Agreement—Conditions to Closing the Merger."

Q:    Will how I vote affect my ability to exercise redemption rights?

A:

No. You may exercise your redemption rights whether you vote your shares of GHV Common Stock for or against, or whether you abstain from voting on the Merger Proposal or any other proposal described by this proxy statement. As a result, the Merger Proposal can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of NYSE.

Q:    How do I exercise my redemption rights?

A:

In order to exercise your redemption rights, you must (i) if you hold GHV Units, separate the underlying Public Shares and Public Warrants, and (ii) prior to 5:00 p.m. Eastern Time on              , 2021 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked "Stockholder Certification" if you are not acting in concert or as a "group" (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of GHV Common Stock. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate or any other person with whom it, she or he is acting in concert or as a "group" (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from exercising redemption rights with respect to more than an aggregate of 20% of the shares of GHV Class A Common Stock included in the GHV Units sold in our IPO. Accordingly, all Public Shares in excess of the 20% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name" are required to either tender their certificates to our transfer agent prior to the date set forth in these proxy materials, or up to two business days prior to the vote on

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the Merger Proposal at the Special Meeting, or to deliver their shares to the transfer agent electronically using Depository Trust Company's ("DTC") Deposit/Withdrawal At Custodian ("DWAC") system, at such stockholder's option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder's election to redeem is irrevocable once the Merger Proposal is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker's discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise redemption rights to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q:    What are the U.S. federal income tax consequences of exercising my redemption rights?

A:

The U.S. federal income tax consequences of the redemption depends on particular facts and circumstances. Please see the section entitled "GHV Stockholder Proposal No. 1—Merger Proposal—Material U.S. Federal Income Tax Considerations." We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:    If I am a Company warrant holder, can I exercise redemption rights with respect to my Public Warrants?

A:

No. The holders of our Public Warrants have no redemption rights with respect to our Public Warrants.

Q:    What are the U.S. federal income tax consequences of the Merger to U.S. holders of GHV Common Stock and/or GHV?

A:

As described more fully under the section entitled "Material U.S. Federal Income Tax Considerations," it is expected that the Merger, taken together with certain related transactions, should qualify as an exchange governed by Section 351 of the Code. GHV's obligation to effect the Merger is conditioned on the receipt by AMPSA of a written tax opinion from KPMG LLP, dated as of the closing date of the Merger, providing that for U.S. federal income tax purposes the Merger, taken together with certain related transactions, should qualify as a transaction under Section 351 of the Code and should not subject the GHV stockholders to tax under Section 367 of the Code (subject to entry into gain recognition agreements by any such stockholders required to enter into such agreements to preserve tax-free treatment under Section 367 of the Code) (the "Tax Opinion"). Such opinion will be based on customary assumptions and on representations made by AGSA and GHV, as well as certain covenants and undertakings by AGSA and GHV. If any of the assumptions, representations, covenants or undertakings by AGSA or GHV is incorrect, incomplete or inaccurate or is violated, the accuracy of the opinion described above may be affected and the tax consequences of the Merger could differ from those described herein. An opinion by KPMG LLP is not binding on the Internal Revenue Service (the "IRS") or any court. Neither AGSA nor GHV intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger. Accordingly, even if AMPSA receives the Tax Opinion, no assurance can be given that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such a challenge.

The appropriate U.S. federal income tax treatment of the disposition of GHV Warrants in exchange for AMPSA Warrants in connection with the Merger is uncertain. It is possible that a U.S. holder (as defined in "Material U.S. Federal Income Tax Considerations") of GHV Warrants

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could be treated as exchanging such GHV Warrants for "new" warrants. If so treated, a U.S. holder could be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the AMPSA Warrants held by such U.S. holder immediately following the Merger and the adjusted tax basis of the GHV Warrants held by such U.S. holder immediately prior to the Merger. Alternatively, it is also possible that a U.S. holder of GHV Warrants could be treated as transferring its GHV Warrants and shares of GHV Common Stock to AMPSA for AMPSA Warrants and AMPSA Shares in an exchange governed only by Section 351 of the Code (and not by Section 368 of the Code). If so treated, a U.S. holder should be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the AMPSA Warrants treated as received by such holder and the AMPSA Shares received by such holder over (y) such holder's aggregate adjusted tax basis in the GHV Warrants and GHV Common Stock treated as having been exchanged therefor) and (ii) the fair market value of the AMPSA Warrants treated as having been received by such holder in such exchange. However, if the deemed transfer of GHV Warrants also qualifies as part of a "reorganization" within the meaning of Section 368 of the Code, subject to Section 367(a) of the Code as discussed below, a U.S. holder of GHV Warrants generally should not recognize any gain or loss on any such deemed transfer of GHV Warrants. However, the requirements for qualification of the Merger as a "reorganization" under Section 368 of the Code are more stringent in certain respects than the requirements for qualification as an exchange under Section 351 of the Code. While not free from doubt, GHV and AMPSA intend to report the exchange of GHV Warrants for AMPSA Warrants as not qualifying as part of a "reorganization" within the meaning of Section 368 of the Code. U.S. holders of GHV Warrants are urged to consult with their tax advisors regarding the treatment of their GHV Warrants in connection with the Merger.

If, however, the exchange by GHV stockholders of GHV Common Stock for AMPSA Shares in the Merger does not qualify for nonrecognition of gain or loss under Section 351(a) or Section 368 of the Code, then a U.S. holder would generally recognize gain or loss in an amount equal to the difference, if any, between (i) the fair market value of the AMPSA Shares (and, if such U.S. holder is also surrendering GHV Warrants, AMPSA Warrants) received and (ii) such U.S. holder's adjusted tax basis in such GHV Common Stock (and GHV Warrants, if any). If the transfer is described in Section 351(a) or Section 368 of the Code but it is determined that Section 367(a) of the Code applies to the transfer of GHV Common Stock, then a U.S, holder would generally recognize gain (but not loss) to the extent that gain would have been recognized if such transfer did not qualify for non-recognition under Section 351(a) or Section 368 of the Code.

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled "Material U.S. Federal Income Tax Considerations." We urge you to consult your tax advisors regarding the tax consequences to you of the Merger.

Q:    Do I have appraisal rights if I object to the Merger Proposal?

A:

No. Appraisal rights are not available to holders of our GHV Common Stock in connection with the Merger.

Q:    What happens to the funds held in the Trust Account upon consummation of the Merger?

A:

The funds held in the Trust Account (together with the proceeds from the PIPE) will be used to (a) pay a portion of the AGSA Consideration and (b) pay GHV stockholders who properly exercise their redemption rights.

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Q:    What happens if the Merger is not consummated?

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. Please see the section entitled "The Business Combination Agreement" for information regarding the parties' specific termination rights.

If we do not consummate the Merger, we may continue to try to complete a business combination with a different target business until August 10, 2022. Unless we amend our current certificate of incorporation (which requires the affirmative vote of 65% of all then outstanding shares of GHV Class A Common Stock) and amend certain other agreements into which we have entered to extend the life of the Company, if we fail to complete an initial business combination by August 10, 2022, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to fund its working capital requirements plus Regulatory Withdrawals and/or to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish our Public Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the GHV Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled "Risk Factors—Risks Relating to GHV and the Merger."

Holders of our GHV Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, if we fail to complete an initial business combination by August 10, 2022, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

Q:    When is the Merger expected to be completed?

A:

The closing of the Merger is expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection entitled "The Business Combination Agreement—Conditions to Closing of the Merger." Following the Closing, MergeCo will merge with and into GHV, with GHV being the surviving corporation as a wholly owned subsidiary of AMPSA, and all shares of GHV Class A Common Stock outstanding immediately prior to the Merger Effective Time, other than any Excluded Shares (as defined in the Business Combination Agreement), will be contributed to AMPSA in exchange for AMPSA Shares, and all GHV Warrants outstanding immediately prior to the Merger Effective Time will be converted into AMPSA Warrants. The completion of the Merger is expected to occur in the second quarter of 2021. The Business Combination Agreement may be terminated by AGSA or GHV if the Closing has not occurred by September 30, 2021.

For a description of the conditions to the completion of the Merger, see the section entitled "The Business Combination Agreement—Conditions to Closing the Merger."

Q:    What do I need to do now?

A:

You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the Merger will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy

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statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:    Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A:

The Company is soliciting proxies on behalf of the GHV Board. The Company will pay the cost of soliciting proxies for the Special Meeting. The Company has engaged Morrow Sodali LLC ("Morrow") to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Morrow a fee of $              , plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Company's GHV Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Company's GHV Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:    Who can help answer my questions?

A:

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Gores Holdings V, Inc.
9800 Wilshire Blvd.
Beverly Hills, California 90212
(310) 209-3010
Attention: Jennifer Kwon Chou
Email: jchou@gores.com

You may also contact our proxy solicitor at:

Morrow Sodali
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: grsh.info@investor.morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find More Information."

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question "How do I exercise my redemption rights?" If you have questions regarding the certification of your position or delivery of your stock, please contact our transfer agent:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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