Gores Holdings X / CI Inc

11/09/2026 | Press release | Distributed by Public on 11/09/2026 15:56

Non-Reliance of Financial Report (Form 8-K)

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On November 9, 2026, the audit committee (the "Audit Committee") of the board of directors of Gores Holdings X, Inc. (the "Company"), after considering the recommendation of, and discussion with, the Company's management, concluded that the Company's unaudited condensed financial statements for the three months ended September 30, 2025 (the "Affected Period"), included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on November 12, 2025 (the "Q3 2025 Form 10-Q"), should no longer be relied upon as a result of an error in the calculation of net income/(loss) per ordinary share, as described below. Similarly, any previously issued or filed reports, press releases, earnings releases, investor presentations or other communications describing the relevant portions of the Company's financial statements for the Affected Period should no longer be relied upon.

Class A ordinary shares subject to possible redemption are classified as temporary equity and are remeasured to their redemption amount each reporting period, with the increase in redemption value, which is primarily attributable to interest earned on the Company's trust account (the "Trust Account"), recorded as accretion. In connection with the preparation of its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, the Company identified that, in calculating basic and diluted net income/(loss) per ordinary share for the three months ended September 30, 2025, the allocation of income among the classes of ordinary shares reflected year-to-date accretion of Class A ordinary shares subject to possible redemption of $31,069,071, rather than accretion for the three-month period of $3,597,152, an overstatement of $27,471,919. As a result, basic and diluted net loss per share for each class of ordinary shares for the three months ended September 30, 2025 was previously reported as $(0.65) and should have been reported as $(0.04).

The Company also identified that, for the nine months ended September 30, 2025, the diluted weighted average number of Class B ordinary shares outstanding was previously reported as 8,970,000 and should have been reported as 8,438,571, and diluted net loss per Class B ordinary share was previously reported as $(1.08) and should have been reported as $(1.10). Basic net loss per share for the nine months ended September 30, 2025 of $(1.10) was not affected. The Company has concluded that this error is not material to its previously issued financial statements for the nine months ended September 30, 2025, and has corrected it concurrently with the restatement described above.

The errors had no impact on the Company's balance sheets, net income/(loss), statements of changes in shareholders' deficit, statements of cash flows, the amount held in the Trust Account, or the redemption value of the Class A ordinary shares.

The Company has reflected the restated net income/(loss) per ordinary share amounts for the three months ended September 30, 2025, and the corrected diluted Class B weighted average shares outstanding and diluted net loss per Class B ordinary share for the nine months ended September 30, 2025, as comparative amounts in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, filed with the SEC on November 9, 2026. The Company does not intend to file an amendment to the Q3 2025 Form 10-Q.

In connection with the restatement, the Company's management re-evaluated the effectiveness of the Company's internal control over financial reporting and disclosure controls and procedures. Management identified a material weakness in the Company's internal control over financial reporting related to the operation of its review control over the calculation of net income/(loss) per ordinary share. As a result of this material weakness, the Company's principal executive officer and principal financial and accounting officer concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2026. The Company has commenced efforts to remediate the material weakness. The material weakness and the Company's remediation plan are described in Part I, Item 4, "Controls and Procedures," of the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026.

The Audit Committee and the Company's management have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company's independent registered public accounting firm.

Gores Holdings X / CI Inc published this content on November 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 09, 2026 at 21:56 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]