GTEN

Business Context and Reporting Period

Gores Holdings X, Inc. is a Cayman Islands exempted company formed as a blank check company (SPAC) for the purpose of effecting a business combination. The reporting period covers the three months ended March 31, 2025. As of the balance sheet date, the Company had not commenced operations; all activity related to formation and preparation for its Initial Public Offering (IPO).

Subsequent Event: The Company consummated its IPO on May 5, 2025, selling 35,880,000 units at $10.00 per unit, generating gross proceeds of $358,800,000. Simultaneously, the Sponsor purchased 225,000 Private Placement Shares for approximately $2,250,000.

Key Financial Metrics

Note: The filing text does not provide a clear value for operating cash flow as a standalone metric, but the Statement of Cash Flows indicates net cash used in operating activities was $0 for Q1 2025 due to the offset of net loss by accrued expenses.

Material Changes vs. Prior Period

• Net Loss: The Company reported a net loss of $54,039 for Q1 2025, compared to no income or expenses in Q1 2024. This loss is attributed to professional fees and other expenses incurred in preparation for the IPO.
• Accrued Expenses: Accrued expenses for formation and offering costs increased from $1,051,731 at December 31, 2024, to $1,833,947 at March 31, 2025.
• Deferred Offering Costs: Deferred offering costs increased by approximately $728,000 during the quarter, reflecting ongoing preparation for the public offering.
• Capital Structure: As of March 31, 2025, the Company had 8,970,000 Class B ordinary shares outstanding. No Class A shares were issued until the IPO in May 2025.

Outlook, Risks, and Contingencies

• Business Combination Timeline: The Company has until 24 months from the IPO closing (May 5, 2027) to consummate a business combination, extendable to 27 months if a definitive agreement is executed within the first 24 months.
• Liquidity Post-IPO: Following the May 2025 IPO, $358,800,000 was placed in a Trust Account. The Company expects to have sufficient funds to operate until the business combination deadline, though actual costs may vary.
• Deferred Obligations: Upon completion of a business combination, the Company must pay a deferred underwriting discount of $10,764,000 (3.0% of gross proceeds) and an advisory fee of $10,764,000 (3.0% of gross proceeds) to Santander US Capital Markets LLC.
• Risk Factors: The Company faces risks associated with early-stage companies, including the inability to complete a business combination. Geopolitical instability (Russia-Ukraine, Israel-Hamas) and changes in U.S. trade policies/tariffs are cited as potential risks to the search for a target and future operations.
• Warrant Liability: Warrants issued in the IPO are classified as liabilities and subject to fair value remeasurement, which may impact future earnings.

Investor Verification Checklist

• IPO Closing Confirmation: Verify the final closing date and total proceeds of the May 5, 2025 IPO, as the financial statements in this 10-Q predate the actual closing.
• Trust Account Status: Confirm the exact amount held in the Trust Account post-IPO and any withdrawals permitted for working capital or taxes.
• Related Party Loans: Verify the repayment status of the $172,901 related party note, which was repaid upon IPO closing.
• Deferred Fees: Review the specific terms of the deferred underwriting and advisory fees totaling $21,528,000 payable only upon a successful business combination.
• Redemption Rights: Understand the redemption rights of public shareholders, including the 15% cap on redemptions per shareholder group and the potential impact on the Trust Account balance.