ghix-10q_20230331.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 March 31, 2023

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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-41215

GORES HOLDINGS IX, INC.

(Exact name of registrant as specified in its Charter)

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

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

(310) 209-3010

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

As of May 12, 2023, there were 52,500,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share, and 13,125,000 shares of the Company’s Class F common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION

Item 1.	Interim Financial Statements

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

Condensed Statements of Operations for the Three Months Ended March 31, 2023 (Unaudited) and the Three Months ended March 31, 2022		4

Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2023 (Unaudited) and the Three Months ended March 31, 2022		5

Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 (Unaudited) and the Three Months Ended March 31, 2022		6

Notes to Unaudited, Interim, Condensed Financial Statements		7

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	22

PART II—OTHER INFORMATION		23

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	25

Item 6.	Exhibits	26

GORES HOLDINGS IX, INC.

CONDENSED BALANCE SHEETS

	March 31, 2023
	(Unaudited)			December 31, 2022
ASSETS:
Current assets:
Cash	$	296,322		$	378,072
Prepaid expenses		803,790			944,461
Total current assets		1,100,112			1,322,533
Investments held in Trust Account		537,171,175			531,940,494
Total assets	$	538,271,287		$	533,263,027

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued expenses, formation and offering costs	$	22,446		$	27,446
State franchise tax accrual		50,000			200,000
Income tax payable		935,397			121,667
Notes payable - related party		600,000			600,000
Total current liabilities		1,607,843			949,113
Public warrants derivative liability		4,025,000			3,325,000
Private warrants derivative liability		1,916,667			1,583,333
Deferred income tax payable		483,637			509,185
Deferred underwriting compensation		18,375,000			18,375,000
Total liabilities		26,408,147			24,741,631

Commitments and contingencies
Class A Common Stock subject to possible redemption, 52,500,000 shares at March 31, 2023 and 52,500,000 shares at December 31, 2022 (at redemption value of $10.21 and $10.12 per share, respectively)		536,063,657			531,037,712
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at March 31, 2023 and December 31, 2022		—			—
Common stock
Class A Common Stock, $0.0001 par value; 400,000,000 shares authorized, none issued or outstanding		—			—
Class F Common Stock, $0.0001 par value; 40,000,000 shares authorized, 13,125,000 shares issued and outstanding at March 31, 2023 and December 31, 2022		1,313			1,313
Additional paid-in-capital		—			—
Accumulated deficit		(24,201,830	)		(22,517,629	)

Total stockholders' deficit		(24,200,517	)		(22,516,316	)

Total liabilities and stockholders' deficit	$	538,271,287		$	533,263,027

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

GORES HOLDINGS IX, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three			Three
	Months Ended			Months Ended
	March 31, 2023			March 31, 2022
Revenues	$	—		$	—
Professional fees and other expenses		(429,426	)		(373,087	)
State franchise taxes, other than income tax		(50,000	)		(50,000	)
Net loss from operations		(479,426	)		(423,087	)
Loss from change in fair value of public and private warrant liabilities		(1,033,334	)		(1,033,333	)
Allocated expense for warrant issuance cost		—			(617,225	)
Other income - dividend income		5,642,686			51,325
Net income/(loss) before income taxes		4,129,926			(2,022,320	)
Provision for income tax		(788,182	)		—
Net income/(loss)	$	3,341,744		$	(2,022,320	)

Net loss per common share:
Weighted average shares outstanding of Class A Common Stock		52,500,000			44,919,000
Net loss per share, Class A Common Stock	$	(0.12	)	$	(0.72	)
Weighted average shares outstanding of Class F Common Stock		13,125,000			13,125,000
Net loss per share, Class F Common Stock	$	(0.12	)	$	(0.72	)

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

GORES HOLDINGS IX, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	For the Three Months Ended March 31, 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	$	-	$	(22,517,629	)	$	(22,516,316	)
Net income		-		-			-		-		-		3,341,744			3,341,744
Increase in redemption value of Class A Common Stock subject to redemption		-		-			-		-		-		(5,025,945	)		(5,025,945	)
Balance at March 31, 2023		-	$	-			13,125,000	$	1,313	$	-	$	(24,201,830	)	$	(24,200,517	)


	For the Three Months Ended March 31, 2022
	Class A Common Stock				Class F Common Stock					Additional		Accumulated			Stockholders'
	Shares		Amount			Shares		Amount		Paid-In Capital		Deficit			Equity (Deficit)
Balance at January 1, 2022		-	$	-			15,093,750	$	1,509	$	23,491	$	(6,112	)	$	18,888
Forfeited Class F Common Stock by Sponsor		-

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