ghix-10q_20220930.htm

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 September 30, 2022

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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-41215

GORES HOLDINGS IX, INC.

(Exact name of registrant as specified in its Charter)

Delaware		86-1593799
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6260 Lookout Rd.
Boulder, CO		80301
(Address of principal executive offices)		(Zip Code)

(310) 209-3010

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

As of November 9, 2022, there were 52,500,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share, and 13,125,000 shares of the Company’s Class F common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION

Item 1.	Interim Financial Statements

Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021		3

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

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

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

Notes to Interim, Condensed Financial Statements (Unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	23

PART II—OTHER INFORMATION		24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

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

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

GORES HOLDINGS IX, INC.

CONDENSED BALANCE SHEETS

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

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

Commitments and contingencies
Class A Common Stock subject to possible redemption, 52,500,000 and -0- shares at September 30, 2022 and December 31, 2021, respectively (at redemption value of $10.04 and $0 per share, respectively)		527,354,685

SEC Form 10-Q filed by Gores Holdings IX Inc.