Gores Holdings IX 10Q 2024 Q2 Quarterly report

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, 2024

☐ 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 ☐manage

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 November 21, 2024, there were 6,029,977 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.

Explanatory Note

Restatement and Revision

As previously reported by Gores Holdings IX, Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company determined that the Company’s previously issued (i) financial statements as of and for the years ended December 31, 2023 and 2022 included in its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 20, 2024 (the “Original Form 10-K”), (ii) unaudited financial statements for the quarters ended March 31, 2022 through September 30, 2023 included in its Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023, and (iii) unaudited financial statements for the quarter ended March 31, 2024 included in its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Q1 2024 Form 10-Q”), should no longer be relied upon due to errors in such financial statements. The errors related primarily to the accounting of the Company’s tax provision.

As of the date of this report, the Company has filed with the SEC on November 13, 2024 an amendment to the Original Form 10-K (the “Form 10-K/A”) that includes financial statements that amended and restated the previously issued financial statements filed with the Original Form 10-K and the Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023.

This quarterly report on Form 10-Q for the three and six months ended June 30, 2024 includes financial statements that amend and restate the Company’s unaudited financial statements as of and for the three months ended March 31, 2024 previously included in the Q1 2024 Form 10-Q. Please see Note 2 to the unaudited financial statements included in this Quarterly Report on Form 10-Q for a discussion of the restatement and the impact on the specific accounts in such unaudited financial statements. The Company will not otherwise amend the Q1 2024 Form 10-Q.

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION

Item 1.	Interim Financial Statements

Condensed Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023		4

Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023		5

Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023		6

Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023		7

Notes to Unaudited, Interim, Condensed Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II—OTHER INFORMATION		27

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

GORES HOLDINGS IX, INC.

CONDENSED BALANCE SHEETS


	June 30, 2024
	(unaudited)			December 31, 2023
ASSETS
Current assets:
Cash	$	951,728		$	1,842,524
Prepaid expenses		468,889			25,186
Total current assets		1,420,617			1,867,710
Cash and investments held in Trust Account		64,028,655			555,541,639
Total assets	$	65,449,272		$	557,409,349

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued expenses	$	458,176		$	360,875
State franchise tax accrual		20,000			40,000
Income tax payable		3,492,055			5,454,912
Notes payable - related party		2,800,000			650,000
Total current liabilities		6,770,231			6,505,787
Public warrants derivative liability		1,400,000			2,100,000
Private warrants derivative liability		666,667			1,000,000
Deferred income tax payable		(49,440	)		477,694
Deferred underwriting compensation		18,375,000			18,375,000
Total liabilities		27,162,458			28,458,481

Commitments and contingencies
Class A Common Stock subject to possible redemption, 6,029,977 shares at June 30, 2024 and 52,500,000 shares at December 31, 2023 (at redemption value of $10.00 and $10.51 per share, respectively, par value $10.00)		60,299,770			551,624,148
Stockholders' deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at June 30, 2024 and December 31, 2023		—			—
Common stock
Class A Common Stock, $0.0001 par value; 400,000,000 shares authorized, none issued or outstanding at June 30, 2024 and December 31, 2023		—			—
Class F Common Stock, $0.0001 par value; 40,000,000 shares authorized, 13,125,000 shares issued and outstanding at June 30, 2024 and December 31, 2023		1,313			1,313
Additional paid-in capital		—			—
Accumulated deficit		(22,014,269	)		(22,674,593	)

Total stockholders' deficit		(22,012,956	)		(22,673,280	)

Total liabilities and stockholders' deficit	$	65,449,272		$	557,409,349

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

GORES HOLDINGS IX, INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS



	Three			Three			Six			Six
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Professional fees and other expenses	$	(389,780	)	$	(458,355	)	$	(945,473	)	$	(887,781	)
State franchise taxes, other than income tax		(50,000	)		(50,000	)		(100,000	)		(100,000	)
Net loss from operations		(439,780	)		(508,355	)		(1,045,473	)		(987,781	)
Change in fair value of public and private warrant liabilities		6,975,000			1,550,000			1,033,333			516,666
Income from cash and investments held in Trust Account		734,851			6,400,012			1,854,522			12,042,698
Net income before provision for/(benefit from) income tax		7,270,071			7,441,657			1,842,382			11,571,583
Provision for income tax		(142,188	)		(1,245,294	)		(138,930	)		(2,330,831	)
Net income	$	7,127,883		$	6,196,363		$	1,703,452		$	9,240,752

Net income/(loss) per common share:
Weighted average shares outstanding of Class A Common Stock		6,029,977			52,500,000			8,327,945			52,500,000
Net income/(loss) per share, Class A Common Stock (including accretion of temporary equity)	$	0.37		$	0.03		$	0.03		$	(0.09	)
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 (including accretion of temporary equity)	$	0.37		$	0.03		$	0.03		$	(0.09	)

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

GORES HOLDINGS IX, INC.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT


	For the Three Months Ended June 30, 2024
	Class A Common Stock				Class F Common Stock				Additional		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Paid-In Capital		Deficit			Deficit
Balance at April 1, 2024		-	$	-		13,125,000	$	1,313	$	-	$	(29,142,152	)	$	(29,140,839	)
Net income		-		-		-		-		-		7,127,883			7,127,883
Increase in redemption value of Class A Common Stock subject to redemption		-		-		-		-		-		-			-
Balance at June 30, 2024		-	$	-		13,125,000	$	1,313	$	-	$	(22,014,269	)	$	(22,012,956	)


	For the Six Months Ended June 30, 2024
	Class A Common Stock				Class F Common Stock				Additional		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Paid-In Capital		Deficit			Deficit
Balance at January 1, 2024		-	$	-		13,125,000	$	1,313	$	-	$	(22,674,593	)	$	(22,673,280	)
Net income		-		-		-		-		-		1,703,452			1,703,452
Increase in redemption value of Class A Common Stock subject to redemption		-		-		-		-		-		(1,043,128	)		(1,043,128	)
Balance at June 30, 2024		-	$	-		13,125,000	$	1,313	$	-	$	(22,014,269	)	$	(22,012,956	)


	For the Three Months Ended June 30, 2023
	Class A Common Stock				Class F Common Stock				Additional		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Paid-In Capital		Deficit			Deficit
Balance at April 1, 2023		-	$	-		13,125,000	$	1,313	$	-	$	(24,387,765	)	$	(24,386,452	)
Net income		-		-		-		-		-		6,196,363			6,196,363
Increase in redemption value of Class A Common Stock subject to redemption		-		-		-		-		-		(4,948,342	)		(4,948,342	)
Balance at June 30, 2023		-	$	-		13,125,000	$	1,313	$	-	$	(23,139,744	)	$	(23,138,431	)


	For the Six Months Ended June 30, 2023
	Class A Common Stock				Class F Common Stock				Additional		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Paid-In Capital		Deficit			Deficit
Balance at January 1, 2023		-	$	-		13,125,000	$	1,313	$	-	$	(22,724,443	)	$	(22,723,130	)
Net income		-		-		-		-		-		9,240,752			9,240,752
Increase in redemption value of Class A Common Stock subject to redemption		-		-		-		-		-		(9,656,053	)		(9,656,053	)
Balance at June 30, 2023		-	$	-		13,125,000	$	1,313	$	-	$	(23,139,744	)	$	(23,138,431	)

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

GORES HOLDINGS IX, INC.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


		Six Months Ended June 30, 2024				Six Months Ended June 30, 2023
Cash flows from operating activities:
Net income	$		1,703,452		$		9,240,752
Adjustments to reconcile net income to net cash used in operating activities:
Income from cash and investments held in Trust Account			(1,854,522	)			(12,042,698	)
Gain from change in fair value of private and public warrant liabilities			(1,033,333	)			(516,666	)
Changes in operating assets and liabilities:
State franchise tax accrual			(20,000	)			(180,000	)
Income tax payable			(1,962,856	)			1,836,074
Deferred income tax			(527,134	)			(49,852	)
Prepaid assets			(443,704	)			411,860
Accrued expenses, formation and offering costs			97,301				110,170
Net cash used in operating activities			(4,040,796	)			(1,190,360	)
Cash flows from investing activities:
Shareholder redemption			(492,367,506	)			—
Cash withdrawn from Trust Account for tax and regulatory expenses			1,000,000				919,397
Net cash provided by/(used in) investing activities			(491,367,506	)			919,397
Cash flows from financing activities:
Redemption of Units at extension			492,367,506				—
Proceeds from notes payable – related party			2,150,000				—
Net cash provided by financing activities			494,517,506				—
Net change in cash			(890,796	)			(270,963	)
Cash at beginning of period			1,842,524				378,072
Cash at end of period	$		951,728		$		107,109

Supplemental disclosure of income and franchise taxes paid:
Cash paid for income and state franchise taxes	$		2,748,921		$		824,609

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

GORES HOLDINGS IX, INC.

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 June 30, 2024, the Company had not commenced any operations. All activity for the period from July 8, 2021, the date on which operations commenced, through June 30, 2024 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).

Extension

At the special meeting of stockholders of the Company held on January 9, 2024 (the “Special Meeting”), stockholders of the Company approved a proposal to amend and restate the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from January 14, 2024 to December 6, 2024 (or such earlier date as determined by the Company’s board of directors).

The Company filed the Extension Amendment with the Secretary of State of Delaware on January 9, 2024. The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1 which is incorporated herein by reference.

In connection with the vote to approve the proposal to adopt the Extension Amendment at the Special Meeting, holders of 46,470,023 shares of Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.59 per share, for a total aggregate redemption amount of approximately $492.3 million. As a result, approximately $492.3 million was distributed from the Company’s trust account to redeem such shares and 6,029,977 shares of Class A common stock remain outstanding after the redemption was effected. Following the payment of the redemption price, approximately $63.8 million remained in the Trust Account.

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 June 30, 2024, the Trust Account consisted of cash.

The Company’s second 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”) by December 6, 2024 (or such earlier date as determined by the Company's board of directors) 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 by December 6, 2024 (or such earlier date as determined by the Company's board of directors) 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 by December 6, 2024 (or such earlier date as determined by the Company's board of directors) from the closing of the Public Offering, subject to the requirements of law and stock exchange rules.

To mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), the Company has instructed the trustee with respect to the Trust Account to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of a business combination or liquidation. As a result, following such liquidation, the Company may receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the Company’s public stockholders would receive upon any redemption or liquidation of the Company.

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 until December 6, 2024 (or such earlier date as determined by the Company's board of directors) 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.

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. Restatement of Previously Issued Financial Statements

The Company previously considered dividends earned in the Trust Account as eligible for the dividend received deduction per Internal Revenue Code §243 when filing tax returns for the tax years ended December 31, 2023 and 2022, and in calculating the tax provision for the three months ended March 31, 2024. Upon further scrutiny, the Company has determined those dividends are not eligible for the deduction and has amended those returns as a result. On November 13, 2024, the Company filed a Restated From 10-K/A for the Year Ended December 31, 2023 and for the periods ended March 31 2023, June 30, 2023, and September 30, 2023, all of which were impacted by this error. The Company has also determined the financial statements issued for the three months ended March 31, 2024 should be restated due to this material error, and shall be restated herein.

The following table summarizes the effect of the restatement on each unaudited financial statement line item impacted by this error as of the dates indicated compared to the Original Report financial statements for the quarter ended March 31, 2024:


	March 31, 2024 (unaudited)
			As Previously
			Reported				Adjustments				As Restated
Balance Sheet
Income tax payable		$		2,875,681		$		3,081,867		$		5,957,548
Total current liabilities				4,074,545				3,081,867				7,156,412
Deferred income tax payable				58,103				(86,303	)			(28,200	)
Total liabilities				31,549,315				2,995,564				34,544,879
Class A Common Stock subject to possible redemption				62,742,071				(2,442,301	)			60,299,770
Accumulated deficit				(28,588,889	)			(553,263	)			(29,142,152	)
Total stockholders' deficit				(28,587,576	)			(553,263	)			(29,140,839	)
Statement of Operations (Three Months Ended March 31, 2024)
Provision for income tax		$		181,067		$		(177,809	)	$		3,258
Net loss				(5,246,623	)			(177,809	)			(5,424,432	)
Net loss per share, Class A Common Stock				(0.32	)			0.05				(0.27	)
Net loss per share, Class F Common Stock				(0.32	)			0.05				(0.27	)
Statement of Changes in Stockholders' Deficit (Three Months Ended March 31, 2024)
Net loss		$		(5,246,623	)			(177,809	)			(5,424,432	)
Increase in redemption value of Class A Common Stock subject to redemption				(627,230	)			(415,897	)			(1,043,127	)
Statement of Cash Flows (Three Months Ended March 31, 2024)
Net loss		$		(5,246,623	)	$		(177,809	)	$		(5,424,432	)
Income tax payable				278,966				223,670				502,636
Deferred income tax				(460,033	)			(45,861	)			(505,894	)

3. 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 June 30, 2024 and December 31, 2023 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2024 and 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 20, 2024.

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 “Founder Shares”). The Company's Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Company has recognized these changes, resulting in a net income/(loss) per common share. 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 June 30, 2024 and December 31, 2023, 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 June 30, 2024				For the Three Months Ended June 30, 2023				For the Six Months Ended June 30, 2024				For the Six Months Ended June 30, 2023
	Class A		Class F		Class A		Class F		Class A		Class F		Class A			Class F
Basic and diluted net income/(loss) per common share:
Numerator:
Allocation of net income/(loss) including accretion of temporary equity	$	2,243,854	$	4,884,029	$	1,548,103	$	387,026	$	256,335	$	403,989	$	(4,867,311	)	$	(1,216,828	)

Denominator:
Weighted-average shares outstanding		6,029,977		13,125,000		52,500,000		13,125,000		8,327,945		13,125,000		52,500,000			13,125,000
Basic and diluted net income/(loss) per common share	$	0.37	$	0.37	$	0.03	$	0.03	$	0.03	$	0.03	$	(0.09	)	$	(0.09	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which throughout the year regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature (except for the derivative warrant liabilities, see Note 8).

Fair Value Measurement

ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements).

Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.

The three levels of the fair value hierarchy under ASC 820 are as follows:

Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.

Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.

Derivative Liabilities

The Company evaluated the Warrants (as defined below in Note 4 – Public Offering) and Private Placement Warrants (as defined below in Note 5 – Related Party Transactions) (collectively, “Warrant Securities”) in accordance with ASC 815-40, "Derivatives and Hedging - Contracts in Entity's Own Equity," and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the condensed Balance Sheets and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the condensed Statements of Operations in the period of change.

Offering Costs

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”), and SEC Staff Accounting Bulletin (SAB) Topic 5A, “Expenses of Offering”. Offering costs were $29,391,653 (including $28,875,000 in underwriters’ fees) consisting principally of professional and registration fees incurred through the condensed balance sheet date that are related to the Public Offering and are charged to temporary equity upon the completion of the Public Offering. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling $617,225 were recorded as an expense.

Redeemable Common Stock

As discussed in Note 4, all of the 52,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

In connection with the vote to approve the proposal to adopt the Extension Amendment at the Special Meeting, holders of 46,470,023 shares of Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.59 per share, for a total aggregate redemption amount of approximately $492.3 million. As a result, approximately $492.3 million was distributed from the Company’s Trust Account to redeem such shares and 6,029,977 shares of Class A common stock remain outstanding after the redemption was effected. Following the payment of the redemption price, approximately $63.8 million remained in the Trust Account.

Use of Estimates

The preparation of unaudited, interim, condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited, interim, condensed financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these unaudited, interim, condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

For those liabilities or benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2024 and December 31, 2023.

The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws.

The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2024 and December 31, 2023, the Company had no cash equivalents held outside the Trust Account.

Cash and Investments Held in Trust Account

The Company’s portfolio of investments was comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof until January 2024, when the trustee liquidated such investments and moved the proceeds to an interest-bearing demand deposit account. The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. Money market funds are presented at fair value at the end of each reporting period.

The Company’s second amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of (i) the completion of the Business Combination; (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 by December 6, 2024; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by December 6, 2024, subject to the requirements of law and stock exchange rules. As of December 31, 2023, the Company had $555,541,639 in the Trust Account. At June 30, 2024, the Company had $64,028,655 in the Trust Account which may be utilized for Business Combinations. At December 31, 2023, the Trust Account consisted of money market funds, which are presented at fair value. At June 30, 2024, the Trust Account consisted of cash.

Warrant Liability

The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s condensed statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, "Debt-Debt with Conversion and Other Options" (Subtopic 470-20) and "Derivatives and Hedging-Contracts in Entity’s Own Equity" (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

instruments. ASU 2020-06 is effective January 1, 2024 for a smaller reporting company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company continues to evaluate the impact of ASU 2020-06 on its unaudited, interim, condensed financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited, interim, condensed financial statements.

Liquidity and Going Concern Consideration

In connection with the Company's assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until December 6, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. The Company intends to complete a Business Combination by December 6, 2024. However, if the Company does not complete its Business Combination by December 6, 2024, the Company 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 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In addition, at June 30, 2024 and December 31, 2023, the Company had current liabilities of $6,770,231 and $6,505,787, respectively, and a working capital deficit of ($5,349,614) and ($4,638,077), respectively. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after June 30, 2024 and amounts are continuing to accrue. In order to finance ongoing operating costs, the Sponsor or an affiliate of the Sponsor may provide the Company with additional working capital via a Sponsor Loan (see Note 5).

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. In addition, if the Company fails to complete its Business Combination by December 6, 2024, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. 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. In addition, if the Company fails to complete its Business Combination by December 6, 2024, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 6, 2024. The amount of time remaining to finalize a Business Combination does raise substantial doubt in the Company as a going concern.

4. Public Offering

Public Units

On January 14, 2022, the Company sold 52,500,000 units at a price of $10.00 per unit (the “Units”), generating gross proceeds of $525,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-third of one redeemable common stock purchase warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A Common Stock. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of common stock issuable upon exercise of the Warrants.

The Company paid an upfront underwriting discount of 2.00% ($10,500,000) of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.50% ($18,375,000) of the per Unit offering price payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount.

The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity.” The fair value of the public warrants at December 31, 2023 was a liability of $2,100,000. At June 30, 2024, the fair value of the public warrants decreased to $1,400,000. The change in fair value of $700,000 is reflected as a gain in the condensed statements of operations.

All of the 52,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.”

Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

As of June 30, 2024 and December 31, 2023, the Class A Common Stock reflected on the condensed balance sheets is reconciled in the following table:


	As of June 30, 2024			As of December 31, 2023
Gross proceeds	$	525,000,000		$	525,000,000
Less:
Proceeds allocated to public warrants		(11,025,000	)		(11,025,000	)
Class A shares issuance costs		(28,774,428	)		(28,774,428	)
Plus:
Accretion of carrying value to redemption value		39,799,428			39,799,428
Increase in redemption value of Class A Common Stock subject to possible redemption		-			26,624,148
Redemption of shares		(464,700,230	)		-
Class A Common Stock subject to possible redemption	$	60,299,770		$	551,624,148

5. Related Party Transactions

Founder Shares

On July 8, 2021, the Sponsor purchased 15,093,750 shares of Class F Common Stock, par value $0.0001 per share, of the Company (the “Founder Shares”) for $25,000, or approximately $0.002 per share. On January 11, 2022, the Sponsor transferred 25,000 Founder Shares to each of the independent directors at their original purchase price. On February 25, 2022, the Sponsor forfeited 1,968,750 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20% of the outstanding shares of common stock.

At June 30, 2024 and December 31, 2023, there was an aggregate of 13,125,000 Founder Shares outstanding. The Founder Shares are identical to the Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s second amended and restated certificate of incorporation.

The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

Private Placement Warrants

The Sponsor has purchased from the Company an aggregate of 8,333,333 whole warrants at a price of $1.50 per warrant (a purchase price of approximately $12,500,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination.

The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees.

If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Consistent with the public warrants, the private warrants are accounted for as liabilities under ASC Topic 814-40, due to their terms.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on January 14, 2022. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Sponsor Loan

On July 8, 2021, the Company borrowed $300,000 by the issuance of an unsecured promissory note from the Sponsor for $300,000 to cover expenses related to the Public Offering. This Note was non-interest bearing and payable on the earlier of January 31, 2023 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. This facility is no longer available.

On February 7, 2022, the Sponsor made available to the Company a loan of up to $4,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for ongoing operational expenses and certain other expenses in connection with the Business Combination. The note is unsecured, non-interest bearing and matures on the earlier of (i) December 6, 2024 or (ii) the date on which the Company consummates the Business Combination. As of June 30, 2024 and December 31, 2023, the amount advanced by Sponsor to the Company was $2,800,000 and $650,000, respectively.

Administrative Services Agreement

The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial support. Services commenced on January 11, 2022 (the date the securities were first listed on The Nasdaq Stock Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.

For the three and six months ended June 30, 2024 and 2023, the Company incurred and paid the affiliate $60,000 and $120,000, respectively.

6. Deferred Underwriting Compensation

The Company is committed to pay a deferred underwriting discount totaling $18,375,000, or 3.50% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination.

7. Income Taxes

Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rates differ from the federal statutory rate primarily due to the fair value on instruments treated as debt for U.S. GAAP and equity for tax purposes, which is not deductible for income tax purposes.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes.

The Company has evaluated tax positions taken or expected to be taken in the course of preparing the unaudited, interim, condensed financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations as of June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, the Company has no accrued interest or penalties related to uncertain tax positions. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.

8. Fair Value Measurement

The Company complies with ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

Warrants

The Company has determined that warrants issued in connection with its initial public offering in January 2022 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the condensed statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement when the Public Warrants were separately listed and traded in an active market in March 2022. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of March 2022, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. On June 30, 2024, the Company utilized recent transactions of the warrants and other factors to value the warrants due to a lack of adequate trading volume in the Company's public warrants on that date. The Public Warrants were valued at $0.08 and $0.12 at June 30, 2024 and December 31, 2023, respectively. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants.

As of June 30, 2024, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $.67 million and approximately $1.4 million, respectively, based on the fair value of GHIXW on that date of $0.08.

As of December 31, 2023, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $1.0 million and approximately $2.1 million, respectively, based on the closing price of GHIXW on that date of $0.12.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.


						Significant			Significant
						Other			Other
				Quoted Prices in		Observable			Unobservable
	June 30,			Active Markets		Inputs			Inputs
	2024			(Level 1)		(Level 2)			(Level 3)
Public warrants	$	(1,400,000	)	$	—	$	(1,400,000	)	$	—
Private placement warrants	$	(666,667	)	$	—	$	(666,667	)	$	—

	December 31,
	2023			(Level 1)		(Level 2)			(Level 3)
Investments Held in Trust Account	$	555,541,639		$	555,541,639	$	—		$	—

Public warrants	$	(2,100,000	)	$	—	$	(2,100,000	)	$	—
Private placement warrants	$	(1,000,000	)	$	—	$	(1,000,000	)	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. On June 30, 2024, the Public and Private warrants were classified as Level 2 due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. At December 31, 2023, trust assets were classified as Level 1 due to the use of observable inputs in an active market. As of June 30, 2024, the trust assets were held in cash.

9. Stockholders’ Deficit

Common Stock

The Company is authorized to issue 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At June 30, 2024, and December 31, 2023, there were 6,029,977 and 52,500,000 shares of Class A Common Stock, respectively, and 13,125,000 and 13,125,000 shares of Class F Common Stock issued and outstanding, respectively.

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

10. Risk and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited, interim, condensed financial statements. Additionally, various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflicts between Russia and Ukraine and in Israel, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. The unaudited, interim, condensed, financial statements do not include any adjustments that might result from the outcome of this uncertainty.

11. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited, interim, condensed financial statements were issued. Based upon this review, except for the effects of the restatement discussed in Note 2 to the financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited, interim, condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes related thereto which are included in “Item 1. Financial Statements” of this Quarterly Report on Form 10‑Q. References to the “Company,” “our,” “us” or “we” refer to Gores Holdings IX, Inc., a blank check company incorporated in Delaware on January 19, 2021. References to our “Sponsor” refer to Gores Sponsor IX LLC, an affiliate of Mr. Alec E. Gores, our Chairman. References to “Gores” or “The Gores Group” refer to The Gores Group LLC, an affiliate of our Sponsor. References to our “Public Offering” refer to the initial public offering of Gores Holdings IX, Inc., which closed on January 14, 2022 (the “IPO Closing Date”).

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10‑Q including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. When used in this Quarterly Report on Form 10‑Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.

Overview

We are a blank check company incorporated on January 19, 2021 as a Delaware corporation and formed for the purpose of effecting a Business Combination with one or more target businesses. We completed our Public Offering on January 14, 2022.

We presently have no revenue, have had losses since inception from incurring formation costs and have had no operations other than the active solicitation of a target business with which to complete a business combination.

Restatement

On August 23, 2024, the Audit Committee concluded that our 2023 and 2022 financial statements, including in the Original Form 10-K, and our unaudited financial statements as of and for each of the first quarterly period in 2024 and all quarterly periods in 2023, included in our Quarterly Reports on Form 10-Q for the respective periods, should no longer be relied upon as a result of the discovery of potential errors for the accounting of the Company’s tax provision. The Results of Operations below reflect the impact of the restated financial statements for the three months ended March 31, 2024 and 2023. For more information on the impact of the restatement on the three months ended March 31, 2024 and 2023, see footnote 2 of the financial statements included elsewhere herein and footnote 2 of the financial statements to the Form 10-K/A, respectively.

Results of Operations

For the three months ended June 30, 2024, the Company had net income of $7,127,883 of which $6,975,000 was a non-cash gain related to the change in fair value of the warrant liability and the remainder are expenses associated with normal operations.

For the six months ended June 30, 2024, the Company had net income of $1,703,452 of which $1,033,333 was a non-cash gain related to the change in fair value of the warrant liability and the remainder are expenses associated with normal operations.

For the three months ended June 30, 2023, the Company had net income of $6,196,363 of which $1,550,000 was a non-cash gain related to the change in fair value of the warrant liability and the remainder are expenses associated with normal operations.

For the six months ended June 30, 2023, the Company had net income of $9,240,752 of which $516,666 was a non-cash gain related to the change in fair value of the warrant liability and the remainder are expenses associated with normal operations.

Our business activities during the quarter mainly consisted of identifying and evaluating prospective acquisition candidates for a Business Combination. We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business by December 6, 2024. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

As indicated in the accompanying condensed unaudited financial statements, at June 30, 2024, the Company had $951,727 in cash and deferred offering costs of $18,375,000. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our Business Combination will be successful.

Liquidity and Capital Resources

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” we have until December 6, 2024 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If the Company does not complete its Business Combination by December 6, 2024, the Company 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 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for a smaller reporting company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company continues to evaluate the impact of ASU 2020-06 on its financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices. Our business activities for the three months ended June 30, 2024 consisted solely of organizational activities and activities relating to our Public Offering and the identification of a target company for our Business Combination. As of June 30, 2024, $64,028,655 (including accrued interest and subject to reduction by the Deferred Discount due at the consummation of the Business Combination) was held in the Trust Account for the purposes of consummating our Business Combination. As of June 30, 2024, investment securities in the Company’s Trust Account consist of $64,028,655 in cash. As of June 30, 2024, the effective annualized rate of return generated by our investments was approximately 0.1557%.

We have not engaged in any hedging activities during the three months ended June 30, 2024. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of June 30, 2024 due to a material weakness in internal control over financial reporting for the years ended December 31, 2023 and 2022, which was disclosed in our Form 10-K/A. We have committed significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate taxation treatment for all investment income, we are improving these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards. Specifically, we plan to provide enhanced access to accounting literature and research materials and consult with third party professionals regarding complex accounting matters. The elements of our remediation plan can only be accomplished over time and will be continually reviewed to determine that it is achieving its objectives. We cannot guarantee that these initiatives will ultimately have the intended effects.

During the most recently completed fiscal quarter, there has been no change that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management concluded that , due to reliance on external consultants and insufficient risk assessment of the underlying accounting for certain instruments resulting in the Company’s restatement of its financial statements as described in the Explanatory Note to its Form 10-K/A filed on November 13, 2024, our internal control over financial reporting was not effective as of June 30, 2024. The Company plans to enhance its system of evaluating and implementing our internal control framework. The elements of our remediation plan can only be accomplished over time, and the Company can offer no assurance that these initiatives will ultimately have the intended effects.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in our prospectus filed with the SEC on January 13, 2022 and our Annual Report on Form 10-K filed with the SEC on March 20, 2024, as amended on November 13, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our prospectus filed with the SEC on January 13, 2022 or our Annual Report on Form 10-K filed with the SEC on March 20, 2024, as amended on November 13, 2024, except for the below.

Our restatement of certain of our previously issued financial statements may impose unanticipated costs, affect investor confidence, and cause reputational harm.

As discussed in the Explanatory Note and as a result of errors relating for the accounting of the Company’s tax provision, we have filed our Form 10-K/A, which amends the Original Form 10-K to restate the audited financial statements as of and for the years ended December 31, 2023 and 2022 and associated report of the Company’s independent registered public accounting firm as well as the Company’s previously issued unaudited financial statements during those periods. As a result of the identified accounting errors, we have also included in this Quarterly Report on Form 10-Q the restated unaudited financial statements for first quarter of 2024. We have incurred, and may continue to incur, unanticipated costs in connection with or related to the investigation and restatement, as well as any litigation or regulatory inquiries that may result therefrom. In addition, the investigation and restatement may negatively affect investor confidence in the accuracy of our financial disclosures and cause us reputational harm.

We have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

We have identified a material weakness in our internal control over financial reporting related to the errors relating for the accounting of the Company’s tax provision. As a result of this material weakness, our management has concluded that our disclosure controls and procedures were not effective as of June 30, 2024. We have taken measures to remediate such material weaknesses, however, if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities. The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our securities. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition, or our prospects.

The funds in our operating account and our trust account are held in banks or other financial institutions. Our cash held in non-interest bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank, Signature Bank, and First Republic Bank, the California Department of Financial Protection and Innovation closed Silicon Valley Bank and First Republic Bank on March 10, 2023 and May 1, 2023, respectively, and the New York State Department of Financial Services closed Signature on March 12, 2023, and the FDIC was appointed as receiver for SVB, Signature and First Republic. Although we did not have any funds in Silicon Valley Bank, Signature Bank, First Republic Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a potential business combination, or at all, and could have material adverse impacts on our liquidity, financial condition, and our prospects. Our business may be adversely impacted by these developments in ways that we cannot predict at this time, there may be additional risks that we have not yet identified, and we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions.

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

Unregistered Sales

On July 8, 2021, the Sponsor purchased 15,093,750 shares of Class F Common Stock, par value $0.0001 per share, of the Company for $25,000, or approximately $0.002 per share. On January 11, 2022, the Sponsor transferred 25,000 Founder Shares to each of the independent directors at their original purchase price. On February 25, 2022, the Sponsor forfeited 1,968,750 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20% of the outstanding shares of common stock.

Prior to the IPO Closing Date, we completed the private sale of an aggregate of 8,333,333 Private Placement Warrants to our Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds, before expenses, of $12,500,000. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than our Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Warrants.

The sales of the above securities by the Company were exempt from registration in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

Use of Proceeds

On January 11, 2022, our registration statement on Form S‑1 (File No. 333-261777) was declared effective by the SEC for the Public Offering pursuant to which we sold an aggregate of 52,500,000 Units at an offering price to the public of $10.00 per Unit, generating gross proceeds of $525,000,000.

After deducting the underwriting discounts and commissions (excluding the Deferred Discount, which amount will be payable upon the consummation of our Business Combination, if consummated) and the estimated offering expenses, the total net proceeds from our Public Offering and the sale of the Private Placement Warrants were $527,000,000, of which $525,000,000 (or $10.00 per share sold in the Public Offering) was placed in the Trust Account in the United States maintained by the trustee.

Through June 30, 2024, we incurred $11,016,653 for costs and expenses related to the Public Offering. At the IPO Closing Date, we paid a total of $10,500,000 in underwriting discounts and commissions. In addition, the underwriters agreed to defer $18,375,000 in underwriting commissions, which amount will be payable upon consummation of our Business Combination, if consummated. There has been no material change in the planned use of proceeds from our Public Offering as described in our final prospectus dated January 13, 2022 which was filed with the SEC.

Our Sponsor, officers and directors have agreed, and our second amended and restated certificate of incorporation provides, that we will have until December 6, 2024 to complete our Business Combination. If we are unable to complete our Business Combination by December 6, 2024, 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 the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in our Trust Account, including interest (which interest shall be net of taxes payable, and 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 public stockholders’ rights as stockholders (including the right to receive further liquidation 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 our 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.

As of June 30, 2024, after giving effect to our Public Offering and our operations subsequent thereto, $64,028,655 was held in the Trust Account, and we had $951,727 of unrestricted cash available to us for our activities in connection with identifying and conducting due diligence of a suitable Business Combination, and for general corporate matters.

In connection with the vote to approve the proposal to adopt the Extension Amendment at the Special Meeting, holders of 46,470,023 shares of Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.59 per share, for a total aggregate redemption amount of approximately $492.3 million. As a result, approximately $492.3 million was distributed from the Company’s trust account (the “Trust Account”) to redeem such shares and 6,029,977 shares of Class A common stock remain outstanding after the redemption was effected. Following the payment of the redemption price, approximately $63.8 million remained in the Trust Account.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10‑Q.


Exhibit Number		Description

3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 10, 2024).

3.2		Bylaws (incorporated by reference to Exhibit 3.3 filed with the Form S-1 filed by the Registrant on January 7, 2022).

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1 filed by the Registrant on January 7, 2022).

4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1 filed by the Registrant on January 7, 2022).

4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 filed with the Form S-1 filed by the Registrant on January 7, 2022).

4.4		Warrant Agreement, dated January 11, 2022, between the Company and Computershare, Inc., as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2022).

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	GORES HOLDINGS IX, INC.

Date: November 21, 2024	By:	/s/ Mark Stone
		Mark Stone
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

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Gores Holdings IX (GHIX) 10-Q2024 Q2 Quarterly report

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