UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-41215

GORES HOLDINGS IX, INC.

(Exact name of registrant as specified in its Charter)

Delaware	86-1593799
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
6260 Lookout Rd.
Boulder, CO	80301
(Address of principal executive offices)	(Zip Code)

(310) 209-3010

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock	GHIX	The Nasdaq Stock Market, LLC
Warrants	GHIXW	The Nasdaq Stock Market, LLC
Units	GHIXU	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, 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 pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☒ No ☐

As of August 10, 2023, there were 52,500,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share, and 13,125,000 shares of the Company’s Class F common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Interim Financial Statements
Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022		3
Unaudited, Condensed Statements of Operations for the Three Months and Six Months Ended June 30, 2023 and the Three Months and Six Months Ended June 30, 2022		4
Unaudited, Condensed Statements of Changes in Stockholders’ Deficit for the Three Months and Six Months Ended June 30, 2023 and the Three Months and Six Months Ended June 30, 2022		5
Unaudited, Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and the Six Months Ended June 30, 2022		6
Notes to Unaudited, Interim, Condensed Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
PART II—OTHER INFORMATION		23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26

2

GORES HOLDINGS IX, INC.

CONDENSED BALANCE SHEETS

	June 30, 2023
	(Unaudited)			December 31, 2022
ASSETS:
Current assets:
Cash	$	107,109		$	378,072
Prepaid expenses		532,601			944,461
Total current assets		639,710			1,322,533
Investments held in Trust Account		543,063,795			531,940,494
Total assets	$	543,703,505		$	533,263,027
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued expenses, formation and offering costs	$	137,617		$	27,446
State franchise tax accrual		20,000			200,000
Income tax payable		914,491			121,667
Notes payable - related party		600,000			600,000
Total current liabilities		1,672,108			949,113
Public warrants derivative liability		2,975,000			3,325,000
Private warrants derivative liability		1,416,667			1,583,333
Deferred income tax payable		459,333			509,185
Deferred underwriting compensation		18,375,000			18,375,000
Total liabilities		24,898,108			24,741,631
Commitments and contingencies
Class A Common Stock subject to possible redemption, 52,500,000 shares at June 30, 2023 and 52,500,000 shares at December 31, 2022 (at redemption value of $10.32 and $10.12 per share, respectively)		541,569,971			531,037,712
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at June 30, 2023 and December 31, 2022		—			—
Common stock
Class A Common Stock, $0.0001 par value; 400,000,000 shares authorized, none issued or outstanding		—			—
Class F Common Stock, $0.0001 par value; 40,000,000 shares authorized, 13,125,000 shares issued and outstanding at June 30, 2023 and December 31, 2022		1,313			1,313
Additional paid-in-capital		—			—
Accumulated deficit		(22,765,887	)		(22,517,629	)
Total stockholders' deficit		(22,764,574	)		(22,516,316	)
Total liabilities and stockholders' deficit	$	543,703,505		$	533,263,027

See accompanying notes to the unaudited, interim, condensed financial statements.

3

GORES HOLDINGS IX, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three			Three			Six			Six
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Revenues	$	—		$	—		$	—		$	—
Professional fees and other expenses		(458,355	)		(354,557	)		(887,781	)		(727,644	)
State franchise taxes, other than income tax		(50,000	)		(50,000	)		(100,000	)		(100,000	)
Net loss from operations		(508,355	)		(404,557	)		(987,781	)		(827,644	)
Gain from change in fair value of public and private warrant liabilities		1,550,000			6,200,000			516,666			5,166,667
Allocated expense for warrant issuance cost		—			—			—			(617,225	)
Other income - dividend income		6,400,012			708,876			12,042,698			760,201
Net income before income taxes		7,441,657			6,504,319			11,571,583			4,481,999
Provision for income tax		(499,399	)		—			(1,287,581	)		—
Net income	$	6,942,258		$	6,504,319		$	10,284,002		$	4,481,999
Net income/(loss) per common share:
Weighted average shares outstanding of Class A Common Stock		52,500,000			52,500,000			52,500,000			48,730,500
Net income/(loss) per share, Class A Common Stock	$	0.02		$	0.10		$	(0.10	)	$	(0.57	)
Weighted average shares outstanding of Class F Common Stock		13,125,000			13,125,000			13,125,000			13,125,000
Net income/(loss) per share, Class F Common Stock	$	0.02		$	0.10		$	(0.10	)	$	(0.57	)

See accompanying notes to the unaudited, interim, condensed financial statements.

4

GORES HOLDINGS IX, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	For the Three Months Ended June 30, 2023
	Class A Common Stock										Additional			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Paid-In Capital			Deficit			Deficit
Balance at April 1, 2023		-	$	-		13,125,000		$	1,313		$	-		$	(24,201,830	)	$	(24,200,517	)
Net income		-		-		-			-			-			6,942,258			6,942,258
Increase in redemption value of Class A Common Stock subject to redemption		-		-		-			-			-			(5,506,315	)		(5,506,315	)
Balance at June 30, 2023		-	$	-		13,125,000		$	1,313		$	-		$	(22,765,887	)	$	(22,764,574	)
	For the Six Months Ended June 30, 2023
	Class A Common Stock										Additional			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Paid-In Capital			Deficit			Deficit
Balance at January 1, 2023		-	$	-		13,125,000		$	1,313		$	-		$	(22,517,629	)	$	(22,516,316	)
Net income		-		-		-			-			-			10,284,002			10,284,002
Increase in redemption value of Class A Common Stock subject to redemption		-		-		-			-			-			(10,532,260	)		(10,532,260	)
Balance at June 30, 2023		-	$	-		13,125,000		$	1,313		$	-		$	(22,765,887	)	$	(22,764,574	)
	For the Three Months Ended June 30, 2022
	Class A Common Stock										Additional			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Paid-In Capital			Deficit			Deficit
Balance at April 1, 2022		-	$	-		13,125,000		$	1,313		$	-		$	(34,554,173	)	$	(34,552,860	)
Net income		-		-		-			-			-			6,504,319			6,504,319
Balance at June 30, 2022		-	$	-		13,125,000		$	1,313		$	-		$	(28,049,854	)	$	(28,048,541	)
	For the Six Months Ended June 30, 2022
	Class A Common Stock										Additional			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Paid-In Capital			Deficit			Deficit
Balance at January 1, 2022		-	$	-		15,093,750		$	1,509		$	23,491		$	(6,112	)	$	18,888
Forfeited Class F Common Stock by Sponsor		-		-		(1,968,750	)		(197	)		197			-			-
Excess of fair value paid by founders for warrants		-		-		-			-			7,250,000			-			7,250,000
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital		-		-		-			-			(7,273,688	)		-			(7,273,688	)
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit		-		-		-			-			-			(32,525,740	)		(32,525,740	)
Net income		-		-		-			-			-			4,481,999			4,481,999
Balance at June 30, 2022		-	$	-		13,125,000		$	1,313		$	-		$	(28,049,854	)	$	(28,048,541	)

See accompanying notes to the unaudited, interim, condensed financial statements.

5

GORES HOLDINGS IX, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

		Six Months Ended June 30, 2023				Six Months Ended June 30, 2022
Cash flows from operating activities:
Net income	$		10,284,002		$		4,481,999
Adjustments to reconcile net income to net cash used in operating activities:
Allocated expense for warrant issuance cost			—				617,225
Dividends reinvested in the Trust Account			(12,042,698	)			(708,876	)
Loss from change in fair value of private and public warrant liabilities			(516,666	)			(5,166,667	)
Changes in operating assets and liabilities:
State franchise tax accrual			(180,000	)			95,930
Income tax payable			792,824				—
Deferred income tax			(49,852	)			—
Prepaid assets			411,860				(1,457,476	)
Accrued expenses, formation and offering costs			110,170				(115,210	)
Net cash used in operating activities			(1,190,360	)			(2,253,075	)
Cash flows from investing activities:
Cash deposited in Trust Account			—				(525,000,000	)
Cash withdrawn from Trust Account for tax and regulatory expenses			919,397				—
Net cash provided by/(used in) investing activities			919,397				(525,000,000	)