10-Q

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

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

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.

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 November 13, 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.

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

1. Organization and Business Operations

Organization and General

Gores Holdings IX, Inc. (the “Company”) was incorporated in Delaware on January 19, 2021. The Company was 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 (the “Business Combination”). The Company has neither engaged in any operations nor generated any revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s Sponsor is Gores Sponsor IX, LLC, a Delaware limited liability company (the “Sponsor”).

At September 30, 2023, the Company had not commenced any operations. All activity for the period from July 8, 2021, the date on which operations commenced, through September 30, 2023 relates to the Company’s formation and initial public offering (“Public Offering”) described below and subsequently to the Company's search for a prospective initial Business Combination. The Company subsequently completed the Public Offering on January 14, 2022 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company generates non-operating income in the form of interest and/or dividend income from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below).

Financing

Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $525,000,000 was placed in a Trust Account with Deutsche Bank Trust Company Americas (the “Trust Account”) acting as Trustee.

The Company intends to finance a Business Combination with the net proceeds from its $525,000,000 Public Offering and its sale of $12,500,000 of Private Placement Warrants.

Trust Account

Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940, (the “Investment Company Act”) as amended, that invest only in direct U.S. government obligations. As of September 30, 2023 and December 31, 2022, the Trust Account consisted of money market funds.

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”) for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, subject to the requirements of law and stock exchange rules.

Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. Currently, the Company will not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination.

As a result of the foregoing redemption provisions, the public shares of common stock will be recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) in subsequent periods.

The Company has 24 months from the IPO Closing Date to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period.

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 Public Offering.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startup (“JOBS”) Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

2. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited, interim, condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30 2023 and December 31, 2022 and the results of operations and cash flows for the periods presented. Operating results for the three months and nine months ended September 30, 2023 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited, interim, condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2023.

Net Income/(Loss) Per Common Share

The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class F Common Stock (the “Founders Shares”). Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income/(loss) per common share is calculated by dividing the net income/(loss) by the weighted average shares of common stock outstanding for the respective period. At September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock.

For the Three Months Ended September 30, 2023

For the Three Months Ended September 30, 2022

For the Nine Months Ended September 30, 2023

For the Nine Months Ended September 30, 2022

Class A


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)


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


		Page
PART I—FINANCIAL INFORMATION

Item 1.	Interim Financial Statements

Condensed Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022		3

Unaudited Condensed Statements of Operations for the Three Months and Nine Months Ended September 30, 2023 and the Three Months and Nine Months Ended September 30, 2022		4

Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three Months and Nine Months Ended September 30, 2023 and the Three Months and Nine Months Ended September 30, 2022		5

Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and the Nine Months Ended September 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


	September 30, 2023
	(Unaudited)			December 31, 2022
ASSETS:
Current assets:
Cash	$	18,238		$	378,072
Prepaid expenses		298,893			944,461
Total current assets		317,131			1,322,533
Investments held in Trust Account		550,138,169			531,940,494
Total assets	$	550,455,300		$	533,263,027

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued expenses, formation and offering costs	$	145,578		$	27,446
State franchise tax accrual		30,000			200,000
Income tax payable		1,991,124			121,667
Notes payable - related party		600,000			600,000
Total current liabilities		2,766,702			949,113
Public warrants derivative liability		3,500,000			3,325,000
Private warrants derivative liability		1,666,667			1,583,333
Deferred income tax payable		361,970			509,185
Deferred underwriting compensation		18,375,000			18,375,000
Total liabilities		26,670,339			24,741,631

Commitments and contingencies
Class A Common Stock subject to possible redemption, 52,500,000 shares at September 30, 2023 and 52,500,000 shares at December 31, 2022 (at redemption value of $10.43 and $10.12 per share, respectively)		547,625,075			531,037,712
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at September 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 September 30, 2023 and December 31, 2022		1,313			1,313
Additional paid-in-capital		—			—
Accumulated deficit		(23,841,427	)		(22,517,629	)

Total stockholders' deficit		(23,840,114	)		(22,516,316	)

Total liabilities and stockholders' deficit	$	550,455,300		$	533,263,027



	Three			Three			Nine			Nine
	Months Ended			Months Ended			Months Ended			Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenues	$	—		$	—		$	—		$	—
Professional fees and other expenses		(367,805	)		(341,798	)		(1,255,586	)		(1,069,443	)
State franchise taxes, other than income tax		(50,000	)		(50,000	)		(150,000	)		(150,000	)
Net loss from operations		(417,805	)		(391,798	)		(1,405,586	)		(1,219,443	)
Gain/(loss) from change in fair value of public and private warrant liabilities		(775,000	)		2,066,666			(258,334	)		7,233,333
Allocated expense for warrant issuance cost		—			—			—			(617,225	)
Other income - dividend income		7,074,374			2,368,007			19,117,072			3,128,209
Net income before income taxes		5,881,569			4,042,875			17,453,152			8,524,874
Provision for income tax		(902,006	)		(51,149	)		(2,189,587	)		(51,149	)
Net income	$	4,979,563		$	3,991,726		$	15,263,565		$	8,473,725

Net income/(loss) per common share:
Weighted average shares outstanding of Class A Common Stock		52,500,000			52,500,000			52,500,000			50,001,000
Net income/(loss) per share, Class A Common Stock	$	(0.02	)	$	0.02		$	(0.11	)	$	(0.53	)
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	)	$	0.02		$	(0.11	)	$	(0.53	)


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


	For the Three Months Ended September 30, 2023
	Class A Common Stock										Additional			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Paid-In Capital			Deficit			Deficit
Balance at July 1, 2023		-	$	-		13,125,000		$	1,313		$	-		$	(22,765,887	)	$	(22,764,574	)
Net income		-		-		-			-			-			4,979,563			4,979,563
Increase in redemption value of Class A Common Stock subject to redemption		-		-		-			-			-			(6,055,103	)		(6,055,103	)
Balance at September 30, 2023 (unaudited)		-	$	-		13,125,000		$	1,313		$	-		$	(23,841,427	)	$	(23,840,114	)


	For the Nine Months Ended September 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		-		-		-			-			-			15,263,565			15,263,565
Increase in redemption value of Class A Common Stock subject to redemption		-		-		-			-			-			(16,587,363	)		(16,587,363	)
Balance at September 30, 2023 (unaudited)		-	$	-		13,125,000		$	1,313		$	-		$	(23,841,427	)	$	(23,840,114	)


	For the Three Months Ended September 30, 2022
	Class A Common Stock										Additional			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Paid-In Capital			Deficit			Deficit
Balance at July 1, 2022		-	$	-		13,125,000		$	1,313		$	-		$	(28,049,854	)	$	(28,048,541	)
Net income		-		-		-			-			-			3,991,726			3,991,726
Increase in redemption value of Class A commont stock subject to redemption		-		-		-			-			-			(2,354,685	)		(2,354,685	)
Balance at September 30, 2022 (unaudited)		-	$	-		13,125,000		$	1,313		$	-		$	(26,412,813	)	$	(26,411,500	)


	For the Nine Months Ended September 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		-		-		-			-			-			8,473,725			8,473,725
Increase in redemption value of Class A commont stock subject to redemption		-		-		-			-			-			(2,354,685	)		(2,354,685	)
Balance at September 30, 2022 (unaudited)		-	$	-		13,125,000		$	1,313		$	-		$	(26,412,813	)	$	(26,411,500	)


		Nine Months Ended September 30, 2023				Nine Months Ended September 30, 2022
Cash flows from operating activities:
Net income	$		15,263,565		$		8,473,725
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			(18,197,674	)			(3,128,209	)
Loss from change in fair value of private and public warrant liabilities			258,334				(7,233,333	)
Changes in operating assets and liabilities:
State franchise tax accrual			(170,000	)			145,930
Income tax payable			1,869,457				51,149
Deferred income tax			(147,215	)			—
Prepaid assets			645,567				(1,200,968	)
Accrued expenses, formation and offering costs			118,132				(145,892	)
Net cash used in operating activities			(359,834	)			(2,420,373	)
Cash flows from investing activities:
Cash deposited in Trust Account			—				(525,000,000	)
Cash withdrawn from Trust Account for tax and regulatory expenses			—				623,524
Net cash used in investing activities			—				(524,376,476	)
Cash flows provided by financing activities:
Proceeds from sale of Units in initial public offering			—				525,000,000
Proceeds from sale of Private Placement Warrants to Sponsor			—				12,500,000
Proceeds from notes payable – related party			—				600,000
Repayment of notes and advances payable – related party			—				(300,000	)
Payment of underwriters’ discounts and commissions			—				(10,500,000	)
Payment of accrued offering costs			—				(179,109	)
Net cash provided by financing activities			—				527,120,891
Net change in cash			(359,834	)			324,042
Cash at beginning of period			378,072				147,160
Cash at end of period	$		18,238		$		471,202

Supplemental disclosure of non-cash financing activities:
Offering costs included in accrued expenses, formation and offering costs	$		—		$		337,544
Deferred underwriting compensation	$		—		$		18,375,000
Supplemental disclosure of income and franchise taxes paid:
Cash paid for income and state franchise taxes	$		864,609		$		4,070