Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Gores Holdings X, Inc., a Cayman Islands-based special purpose acquisition company (SPAC). The report covers events occurring between May 1, 2025 (declaration of effectiveness of the Registration Statement) and May 5, 2025 (closing of the IPO).
Key Financial Metrics
| Metric | Value |
|---|---|
| Units Sold in IPO | 35,880,000 (including 4,680,000 from over-allotment) |
| Offering Price per Unit | $10.00 |
| Gross Proceeds from IPO | $358,800,000 |
| Private Placement Shares Sold | 225,000 Class A Ordinary Shares |
| Gross Proceeds from Private Placement | $2,250,000 |
| Total Funds in Trust Account | $358,800,000 (includes $10,764,000 deferred underwriting discount) |
| Warrant Exercise Price | $11.50 per share |
| Class B Ordinary Shares (Sponsor) | 8,970,000 shares |
Note: As this is an IPO filing, historical revenue, profit, cash flow, and margin data are not applicable. The company has no operating history prior to this date.
Material Changes and Agreements
- Capital Structure: The company transitioned from a private entity to a public company with 35,880,000 public units and 8,970,000 founder shares outstanding.
- Liquidity: $358.8 million was deposited into a U.S.-based trust account managed by Computershare Trust Company, N.A. Funds are restricted until a business combination is completed or the company liquidates.
- Underwriting: Santander US Capital Markets LLC served as the underwriter. A deferred underwriting discount of $10,764,000 is held in the trust account.
- Corporate Governance: Three new directors (Randall Bort, Nancy Tellem, and Elizabeth Marcellino) were appointed to the Board of Directors and assigned to Audit and Compensation Committees.
Outlook, Risks, and Contingencies
- Completion Window: The company has 24 months from the closing of the IPO (until May 5, 2027) to execute a definitive agreement for an initial business combination.
- Trust Account Withdrawals:
- Up to $600,000 per year (plus rollovers) of interest may be withdrawn for working capital.
- During the final three months of the 24-month period, only $150,000 (plus rollovers) of interest may be withdrawn if a business combination agreement is executed.
- Interest may also be withdrawn to pay tax obligations, excluding the 1% U.S. federal excise tax.
- Up to $100,000 may be withdrawn for dissolution expenses.
- Liquidation Risk: If the company fails to complete a business combination within the specified timeframe, it must redeem all public shares and liquidate.
- Administrative Services: The company entered into an agreement with The Gores Group, LLC for administrative services.
Investor Verification Checklist
- Verify the exact terms of the Underwriting Agreement (Exhibit 1.1) regarding the deferred discount and underwriter obligations.
- Review the Investment Management Trust Agreement (Exhibit 10.1) to confirm the specific interest rate and withdrawal restrictions.
- Confirm the Private Placement Shares terms (Exhibit 10.3) to understand the Sponsor's economic alignment and voting rights.
- Examine the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for redemption rights and liquidation triggers.
- Monitor the company's progress toward a business combination within the 24-month window to assess the risk of forced liquidation.