ghix-10q_20220930.htm

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 ☐

The registrant was not a public company as of June 30, 2021, and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of November 9, 2022, 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.

	September 30, 2022			December 31, 2021
	(unaudited)
ASSETS:
Current assets:
Cash	$	471,202		$	147,160
Prepaid expenses		1,200,968			—
Deferred offering costs		—			337,544
Total current assets		1,672,170			484,704
Investments held in Trust Account		527,504,685			—
Total assets	$	529,176,855		$	484,704

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accrued expenses, formation and offering costs	$	15,854		$	161,746
State franchise tax accrual		150,000			4,070
Income tax payable		51,149			—
Notes payable - related party		600,000			300,000
Total current liabilities		817,003			465,816
Public warrants derivative liability		6,125,000			—
Private warrants derivative liability		2,916,667			—
Deferred underwriting compensation		18,375,000			—
Total liabilities		28,233,670			465,816

Commitments and contingencies
Class A Common Stock subject to possible redemption, 52,500,000 and -0- shares at September 30, 2022 and December 31, 2021, respectively (at redemption value of $10.04 and $0 per share, respectively)		527,354,685			—
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at September 30, 2022 and December 31, 2021		—			—
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 and 15,093,750 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		1,313			1,509
Additional paid-in-capital		—			23,491
Accumulated deficit		(26,412,813	)		(6,112	)

Total stockholder's equity (deficit)		(26,411,500	)		18,888

Total liabilities and stockholder's equity (deficit)	$	529,176,855		$	484,704

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

										For the Period from
	Three			Three			Nine			January 19. 2021
	Months Ended			Months Ended			Months Ended			(inception) to
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Revenues	$	—		$	—		$	—		$	—
Professional fees and other expenses		(341,798	)		(1,766	)		(1,069,443	)		(1,766	)
State franchise taxes, other than income tax		(50,000	)		(4,769	)		(150,000	)		(4,769	)
Net loss from operations		(391,798	)		(6,535	)		(1,219,443	)		(6,535	)
Gain from change in fair value of public and private warrant liabilities		2,066,666			—			7,233,333			—
Allocated expense for warrant issuance cost		—			—			(617,225	)		—
Other income - dividend income		2,368,007			—			3,128,209			—
Net income before income taxes	$	4,042,875		$	(6,535	)	$	8,524,874		$	(6,535	)
Provision for income tax		(51,149	)		—			(51,149	)		—
Net income	$	3,991,726		$	(6,535	)	$	8,473,725		$	(6,535	)

Earnings/(loss) per common share:
Weighted average shares outstanding of Class A common stock		52,500,000			—			50,001,000			—
Earnings per share, Class A Common Stock	$	0.02		$	—		$	(0.53	)	$	—
Weighted average shares outstanding of Class F common stock		13,125,000			13,125,000			13,125,000			13,125,000
Earnings per share, Class F Common Stock	$	0.02		$	(0.00	)	$	(0.53	)	$	(0.00	)

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

	For the Three Months Ended September 30, 2022
	Class A Common Stock				Class F Common Stock							Additional			Accumulated			Stockholders'
	Shares		Amount			Shares			Amount			Paid-In Capital			Deficit			Equity/(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 common stock subject to redemption		-		-			-			-			-			(2,354,685	)		(2,354,685	)
Balance at September 30, 2022		-	$	-			13,125,000		$	1,313		$	-		$	(26,412,813	)	$	(26,411,500	)

	For the Nine Months Ended September 30, 2022
	Class A Common Stock				Class F Common Stock							Additional			Accumulated			Stockholders'
	Shares		Amount			Shares			Amount			Paid-In Capital			Deficit			Equity/(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		-		-			-			-			-			(32,525,741	)		(32,525,740	)
Net income		-		-			-			-			-			8,473,725			8,473,725
Increase in redemption value of Class A common stock subject to redemption		-		-			-			-			-			(2,354,685	)		(2,354,685	)
Balance at September 30, 2022		-	$	-			13,125,000		$	1,313		$	-		$	(26,412,813	)	$	(26,411,500	)

	For the Three Months Ended September 30, 2021
	Class A Common Stock				Class F Common Stock							Additional			Accumulated			Stockholders'
	Shares		Amount			Shares			Amount			Paid-In Capital			Deficit			Equity/(Deficit)
Balance at July 1, 2021		-	$	-			-		$	-		$	-		$	-		$	-
Sale of Class F Common Stock to Sponsor in July 2021 at $.0001 par value		-		-			15,093,750			1,509			23,491			-			25,000
Net loss		-		-			-			-			-			(6,535	)		(6,535	)
Balance at September 30, 2021		-	$	-			15,093,750		$	1,509		$	23,491		$	(6,535	)	$	18,465

	For the Period from January 19, 2021 (inception) to September 30, 2021
	Class A Common Stock				Class F Common Stock							Additional			Accumulated			Stockholders'
	Shares		Amount			Shares			Amount			Paid-In Capital			Deficit			Equity
Balance at January 19, 2021 (inception)		-	$	-			-		$	-		$	-		$	-		$	-
Sale of Class F Common Stock to Sponsor in July 2021 at $.0001 par value		-		-			15,093,750			1,509			23,491			-			25,000
Net loss		-		-			-			-			-			(6,535	)		(6,535	)
Balance at September 30, 2021		-	$	-			15,093,750		$	1,509		$	23,491		$	(6,535	)	$	18,465

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

		Nine Months Ended September 30, 2022				For the Period from January 19, 2021 (inception) to September 30, 2021
Cash flows from operating activities:
Net income/(loss)	$		8,473,725		$		(6,535	)
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
Allocated expense for warrant issuance cost			617,225				—
Dividends reinvested in the Trust Account			(3,128,209	)			—
Gain from change in fair value of private and public warrant liabilities			(7,233,333	)			—
Changes in operating assets and liabilities:
State franchise tax accrual			145,930				4,769
Income tax payable			51,149				—
Prepaid assets			(1,200,968	)			—
Accrued expenses, formation and offering costs			(145,892	)			1,500
Net cash used in operating activities			(2,420,373	)			(266	)
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 from 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 sale of Class F Common Stock to Sponsor			—				25,000
Proceeds from notes payable – related party			600,000				300,000
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				325,000
Net change in cash			324,042				324,734
Cash at beginning of period			147,160				—
Cash at end of period	$		471,202		$		324,734

Supplemental disclosure of non-cash financing activities:
Offering costs included in accrued expenses, formation and offering costs	$		337,544		$		198,838
Deferred underwriting compensation	$		18,375,000		$		—
Supplemental disclosure of income and franchise taxes paid:
Cash paid for income and state franchise taxes	$

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, 2022 (unaudited) and December 31, 2021		3

Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and the Three Months ended September 30, 2021 and the period from January 19, 2021 (inception) to September 30, 2021 (Unaudited)		4

Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and the Three Months ended September 30, 2021 and the period from January 19, 2021 (inception) to September 30, 2021 (Unaudited)		5

Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and the period from January 19, 2021 (inception) to September 30, 2021 (Unaudited)		6

Notes to Interim, Condensed Financial Statements (Unaudited)		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	22

Item 4.	Controls and Procedures	23

PART II—OTHER INFORMATION		24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

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