GORES HOLDINGS IX, INC. Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations (type 10-Ok)

The next dialogue and evaluation of the Firm’s monetary situation and
outcomes of operations needs to be learn along with our audited monetary
statements and the notes associated thereto that are included in “Merchandise 8.
Monetary Statements and Supplementary Knowledge” of this Annual Report on Kind 10-Ok.

We had not accomplished our Public Providing as of December 31, 2022. Besides as
specified herein, this dialogue and evaluation of our monetary situation and
outcomes of operations doesn’t give impact to the Public Providing.

Overview

We’re a clean test firm included on January 19, 2021 as a Delaware
company and fashioned for the aim of effecting a Enterprise Mixture with
a number of goal companies. We accomplished our Public Providing on January 14,
2022.

We presently haven’t any income, have had losses since inception from incurring
formation prices and have had no operations apart from the lively solicitation of
a goal enterprise with which to finish a enterprise mixture.

Outcomes of Operations

For the Yr Ended December 31, 2022, the Firm had web revenue of $16,051,936
of which $11,366,667 was a non-cash achieve associated to the change in truthful worth of
the warrant legal responsibility.

For the Interval from January 19, 2021 (inception) to December 31, 2021, the
Firm had a web lack of ($6,112).

Our enterprise actions in the course of the 12 months primarily consisted of figuring out and
evaluating potential acquisition candidates for a Enterprise Mixture. We
consider that we’ve adequate funds obtainable to finish our efforts to
impact a Enterprise Mixture with an working enterprise by January 14, 2024.
Nonetheless, if our estimates of the prices of figuring out a goal enterprise,
enterprise in-depth due diligence and negotiating a Enterprise Mixture are
lower than the precise quantity needed to take action, we could have inadequate funds
obtainable to function our enterprise previous to our Enterprise Mixture.

As indicated within the accompanying monetary statements, at December 31, 2022, the
Firm had $378,072 in money and deferred providing prices of $18,375,000.
Additional, we anticipate to proceed to incur important prices within the pursuit of our
acquisition plans. We can not guarantee you that our plans to finish our Enterprise
Mixture will likely be profitable.

Liquidity and Capital Assets

On July 8, 2021, the Sponsor bought 15,093,750 Founder Shares for $25,000, or
roughly $0.002 per share. On January 11, 2022, the Sponsor transferred
25,000 Founder Shares to every of the unbiased administrators at their unique
buy value. On February 28, 2021, the Sponsor forfeited 1,968,750 Founder
Shares following the expiration of the unexercised portion of underwriters’
over-allotment possibility, in order that the Founder Shares held by the Preliminary
Stockholders would symbolize 20% of the excellent shares of frequent inventory. The
Founder Shares will robotically convert into shares of Class A Frequent Inventory at
the time of the Enterprise Mixture on a one-for-one foundation, topic to
adjustment as described within the Firm’s amended and restated certificates of
incorporation.

On January 14, 2022, the Firm consummated its Public Providing of 52,500,000
Models at a value of $10.00 per Unit, producing gross proceeds of $525,000,000.
On the IPO Closing Date, we accomplished the non-public sale of an mixture of
8,333,333 Personal Placement Warrants, every exercisable to buy one share of
Class A Frequent Inventory at $11.50 per share, to our Sponsor, at a value of $1.50
per Personal Placement Warrant, producing gross proceeds, earlier than bills, of
$12,500,000. After deducting the underwriting reductions and commissions
(excluding the Deferred Low cost, which quantity will likely be payable upon consummation
of the Enterprise Mixture, if consummated) and the estimated providing
bills, the full web proceeds from our Public Providing and the sale of the
Personal Placement Warrants had been $527,000,000, of which $525,000,000 (or $10.00
per share bought within the Public Providing) was positioned within the Belief Account. The
quantity of proceeds not deposited within the Belief Account was $2,000,000 on the
closing of our Public

                                       55
--------------------------------------------------------------------------------

Providing. Curiosity earned on the funds held within the Belief Account could also be launched
to us to fund our Regulatory Withdrawals, for a most of 24 months and/or
extra quantities essential to pay our franchise and revenue taxes.

On July 8, 2021, the Firm borrowed $300,000 by the issuance of an unsecured
promissory notice from the Sponsor for $300,000 to cowl bills associated to the
Public Providing. This Observe was non-interest bearing and payable on the sooner
of January 31, 2023 or the completion of the Public Providing. The Observe was
repaid upon completion of the Public Providing. This facility is now not
obtainable.

On February 7, 2022, the Sponsor made obtainable to the Firm a mortgage of as much as
$4,000,000 pursuant to a promissory notice issued by the Firm to the Sponsor.
The proceeds from the notice will likely be used for ongoing operational bills and
sure different bills in reference to the Enterprise Mixture. The notice, as
amended, is unsecured, non-interest bearing and matures on the sooner of: (i)
January 14, 2024 or (ii) the date on which the Firm consummates the Enterprise
Mixture. As of December 31, 2022 and December 31, 2021, the quantity superior
by Sponsor to the Firm was $600,000 and $300,000, respectively.

As of December 31, 2022 and December 31, 2021, the Firm had money held outdoors
of the Belief Account of roughly $378,072 and $147,160, respectively, which
is on the market to fund our working capital necessities. Moreover, curiosity
earned on the funds held within the Belief Account could also be launched to us to fund our
Regulatory Withdrawals, topic to an annual restrict of $900,000, for a most of
24 months and/or extra quantities essential to pay our franchise and revenue
taxes.

At December 31, 2022 and December 31, 2021, the Firm had present liabilities
of $949,113 and $465,816 and dealing capital (deficit) of $373,420 and
($318,656), respectively, the balances of that are primarily associated to
warrants we’ve recorded as liabilities as described in Notes 2 and three. Different
quantities are associated to accrued bills owed to professionals, consultants,
advisors and others who’re engaged on looking for a Enterprise Mixture as
described in Observe 1. Such work is continuous after December 31, 2022 and quantities
are persevering with to accrue. Moreover, the warrant legal responsibility won’t impression
the Firm’s liquidity till a Enterprise Mixture has been consummated, as
they don’t require money settlement till such occasion has occurred.

We intend to make use of considerably the entire funds held within the Belief Account,
together with curiosity (which curiosity shall be web of Regulatory Withdrawals and
taxes payable) to consummate our Enterprise Mixture. Furthermore, we could have to
acquire extra financing both to finish a Enterprise Mixture or as a result of
we grow to be obligated to redeem a big variety of shares of our Class A
Frequent Inventory upon completion of a Enterprise Mixture. Topic to compliance
with relevant securities legal guidelines, we’d solely full such financing
concurrently with the completion of our Enterprise Mixture. If we’re unable
to finish our Enterprise Mixture as a result of we wouldn’t have adequate funds
obtainable to us, we will likely be pressured to stop operations and liquidate the Belief
Account. As well as, following our Enterprise Mixture, if money readily available is
inadequate, we could have to acquire extra financing so as to meet our
obligations. To the extent that our capital inventory or debt is used, in complete or
partly, as consideration to consummate our Enterprise Mixture, the remaining
proceeds held in our Belief Account, if any, will likely be used as working capital to
finance the operations of the goal enterprise or companies, make different
acquisitions and pursue our development technique. Following the closing of a Enterprise
Mixture, we don’t anticipate there to be remaining proceeds in our Belief
Account.

As of December 31, 2022 and December 31, 2021, we didn’t have any long-term
debt obligations, capital lease obligations, working lease obligations,
buy obligations or long-term liabilities. In reference to the Public
Providing, we entered into an administrative providers settlement to pay month-to-month
recurring bills of $20,000 to an affiliate of the Sponsor for workplace house,
utilities and secretarial help. The executive providers settlement
terminates upon the sooner of the completion of a Enterprise Mixture or the
liquidation of the Firm.

The underwriters are entitled to underwriting reductions and commissions of 5.5%
($28,875,000), of which 2.0% ($10,500,000) was paid on the IPO Closing Date, and
3.5% ($18,375,000) was deferred. The Deferred Low cost will grow to be payable to
the underwriters from the quantities held within the Belief Account solely within the occasion
that the Firm

                                       56
--------------------------------------------------------------------------------

completes a Enterprise Mixture, topic to the phrases of the underwriting
settlement. The underwriters will not be entitled to any curiosity accrued on the
Deferred Low cost.

Vital Accounting Insurance policies

Foundation of Presentation

The accompanying monetary statements have been ready in accordance with
accounting rules typically accepted in the USA of America (“U.S.
GAAP”) and pursuant to the accounting and disclosure guidelines and rules of
the Securities and Change Fee (“SEC”), and mirror all changes,
consisting solely of regular recurring changes, that are, within the opinion of
administration, needed for a good presentation of the monetary place as of
December 31, 2022 and the outcomes of operations and money flows for the intervals
offered. Working outcomes for the interval ended December 31, 2022 will not be
essentially indicative of outcomes which may be anticipated for the total 12 months or any
different interval.

Providing Prices

The Firm complies with the necessities of FASB ASC Subject 340-10-S99-1,
“Different Belongings and Deferred Prices – SEC Supplies” (“ASC 340-10-S99”) and SEC
Employees Accounting Bulletin (SAB) Subject 5A – “Bills of Providing”. Providing
prices had been $29,391,653 (together with $28,875,000 in underwriters’ charges) consisting
principally {of professional} and registration charges incurred by means of the steadiness
sheet date which might be associated to the Public Providing and are charged to momentary
fairness upon the completion of the Public Providing. Because the Firm is required
to categorise the warrants as spinoff liabilities, providing prices totaling
$617,225 are mirrored as an expense within the statements of operations.

Revenue Taxes

The Firm follows the asset and legal responsibility technique of accounting for revenue
taxes beneath FASB ASC 740, “Revenue Taxes.” Deferred tax property and liabilities
are acknowledged for the estimated future tax penalties attributable to
variations between the monetary statements carrying quantities of current property
and liabilities and their respective tax bases. Deferred tax property and
liabilities are measured utilizing enacted tax charges anticipated to use to taxable
revenue within the years wherein these momentary variations are anticipated to be
recovered or settled. The impact on deferred tax property and liabilities of a
change in tax charges is acknowledged in revenue within the interval that features the
enactment date. Valuation allowances are established, when needed, to scale back
deferred tax property to the quantity anticipated to be realized.

For these liabilities or advantages to be acknowledged, a tax place should be
more-likely-than-not to be sustained upon examination by taxing authorities. The
Firm acknowledges accrued curiosity and penalties associated to unrecognized tax
liabilities as revenue tax expense. No quantities had been accrued for the fee of
curiosity and penalties at December 31, 2022 and December 31, 2021.

The Firm could also be topic to potential examination by U.S. federal, states or
overseas jurisdiction authorities within the areas of revenue taxes. These potential
examinations could embody questioning the timing and quantity of deductions, the
nexus of revenue quantities in numerous tax jurisdictions and compliance with U.S.
federal, states or overseas tax legal guidelines.

The Firm is included within the State of Delaware and is required to pay
franchise taxes to the State of Delaware on an annual foundation.

Money and Money Equivalents

The Firm considers all extremely liquid devices bought with an unique
maturity of three months or much less to be money equivalents. There have been no money
equivalents as of December 31, 2022 and December 31, 2021.

Investments Held in Belief Account

The Firm’s amended and restated certificates of incorporation gives that,
apart from the withdrawal of curiosity to pay taxes, if any, not one of the funds
held in belief will likely be launched till the sooner of: (i) the completion of the

                                       57
--------------------------------------------------------------------------------

Enterprise Mixture; (ii) the redemption of any public shares of frequent inventory
correctly tendered in reference to a stockholder vote to amend the Firm’s
amended and restated certificates of incorporation to change the substance or
timing of the Firm’s obligation to redeem 100% of such public shares of
frequent inventory if the Firm doesn’t full the Enterprise Mixture by
January 14, 2024; or (iii) the redemption of 100% of the general public shares of frequent
inventory if the Firm is unable to finish a Enterprise Mixture by January 14,
2024, topic to the necessities of regulation and inventory change guidelines. As of
December 31, 2021, the Belief Account was not but created, subsequently the Firm
had no property within the Belief Account. As of December 31, 2022, the Firm had
$531,940,494 within the Belief Account which can be utilized for a Enterprise
Mixture. At December 31, 2022, the Belief Account consisted of cash market
funds, that are offered at truthful worth.

By-product Liabilities

The Firm evaluated the Warrants (as outlined under in Observe 3 – Public
Providing) and Personal Placement Warrants (as outlined under in Observe 4 – Associated
Get together Transactions) (collectively, “Warrant Securities”) in accordance with ASC
815-40, Derivatives and Hedging – Contracts in Entity’s Personal Fairness, and
concluded that the Warrant Securities couldn’t be accounted for as parts
of fairness. Because the Warrant Securities meet the definition of a spinoff in
accordance with ASC 815, the Warrant Securities are recorded as spinoff
liabilities on the Steadiness Sheet and measured at truthful worth at inception (the
Shut Date) and remeasured at every reporting date in accordance with ASC 820,
“Truthful Worth Measurement”, with adjustments in truthful worth acknowledged within the Assertion
of Operations within the interval of change.

Current accounting pronouncements

In August 2020, the Monetary Accounting Requirements Board (“FASB”) issued
Accounting Requirements Replace (“ASU”) 2020-06, Debt-Debt with Conversion and Different
Choices (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Personal
Fairness (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for sure
monetary devices. ASU 2020-06 eliminates the present fashions that require
separation of useful conversion and money conversion options from
convertible devices and simplifies the spinoff scope exception steering
pertaining to fairness classification of contracts in an entity’s personal fairness. The
new customary additionally introduces extra disclosures for convertible debt and
freestanding devices which might be listed to and settled in an entity’s personal
fairness. ASU 2020-06 amends the diluted earnings per share steering, together with
the requirement to make use of the if-converted technique for all convertible devices.
ASU 2020-06 is efficient January 1, 2024 for a smaller reporting firm and
needs to be utilized on a full or modified retrospective foundation, with early adoption
permitted starting on January 1, 2021. The Firm continues to guage the
impression of ASU 2020-06 on its monetary statements.

Administration doesn’t consider that another not too long ago issued, however not but
efficient, accounting pronouncements, if presently adopted, would have a
materials impact on the Firm’s monetary statements.

Liquidity and Going Concern Consideration

In reference to our evaluation of going concern issues in accordance
with FASB ASC Subject 205-40, “Presentation of Monetary Statements – Going
Concern,” we’ve till January 14, 2024 to consummate a Enterprise Mixture.
It’s unsure that we can consummate a Enterprise Mixture by
this time. If the Firm doesn’t full its Enterprise Mixture by January
14, 2024, the Firm will (i) stop all operations apart from the aim of
winding up, (ii) as promptly as moderately potential however no more than ten
enterprise days thereafter, redeem 100% of the frequent inventory bought as a part of the
models within the Public Providing, at a per-share value, payable in money, equal to
the combination quantity then on deposit within the Belief Account, together with curiosity
(which curiosity shall be web of franchise and revenue taxes payable and fewer up
to $100,000 of such web curiosity which can be distributed to the Firm to pay
dissolution bills), divided by the variety of then excellent public shares,
which redemption will utterly extinguish public stockholders’ rights as
stockholders (together with the precise to obtain additional liquidation distributions,
if any), topic to relevant regulation, and (iii) as promptly as moderately potential
following such redemption, topic to the approval of the Firm’s remaining
stockholders and the Firm’s Board of Administrators, dissolve and liquidate,
topic in every case to the Firm’s obligations beneath Delaware regulation to supply
for claims of collectors and the necessities of different relevant regulation.

Within the occasion of such distribution, it’s potential that the per share worth of
the residual property remaining obtainable for distribution (together with Belief
Account property) will likely be lower than the preliminary public providing value per unit in
the Public Providing. As well as, if the Firm fails to finish its Enterprise
Mixture by January 14, 2024, there will likely be no redemption rights or
liquidating distributions with respect to the warrants, which can expire
nugatory. Within the occasion of

                                       58
--------------------------------------------------------------------------------

such distribution, it’s potential that the per share worth of the residual
property remaining obtainable for distribution (together with Belief Account property)
will likely be lower than the preliminary public providing value per unit within the Public
Providing. As well as, if the Firm fails to finish its Enterprise Mixture
by January 14, 2024, there will likely be no redemption rights or liquidating
distributions with respect to the warrants, which can expire nugatory.
Administration has decided that the liquidity situation and obligatory
liquidation, ought to a Enterprise Mixture not happen, and potential subsequent
dissolution raises substantial doubt about our capability to proceed as a going
concern. No changes have been made to the carrying quantities of property or
liabilities ought to we be required to liquidate after January 14, 2024. The
period of time remaining to finalize a Enterprise Mixture does increase
substantial doubt within the Firm as a going concern.

As well as, at December 31, 2022 and December 31, 2021, the Firm had present
liabilities of $949,113 and $465,816, respectively, and dealing capital
(deficit) of $373,420 and ($318,656), respectively. Different quantities are associated to
accrued bills owed to professionals, consultants, advisors and others who’re
engaged on looking for a Enterprise Mixture as described in Observe 1. Such work is
persevering with after December 31, 2022 and quantities are persevering with to accrue. In
order to finance ongoing working prices, the Sponsor or an affiliate of the
Sponsor could present the Firm with extra working capital by way of a Sponsor
Mortgage (see Observe 4).

Crucial Accounting Insurance policies and Crucial Accounting Estimates

The preparation of consolidated monetary statements and associated disclosures in
conformity with accounting rules typically accepted in the USA
requires our administration to make estimates and assumptions that have an effect on the
reported quantities of property and liabilities, disclosure of contingent property and
liabilities on the date of the consolidated monetary statements, and revenue and
bills in the course of the intervals reported. Precise outcomes may materially differ
from these estimates. We’ve recognized the next as our vital
accounting insurance policies:

Web loss per frequent share

The Firm has two courses of shares, that are known as Class A Frequent
Inventory and the Founders Shares. Web revenue/(loss) per frequent share is computed
using the two-class technique. The 2-class technique is an earnings allocation
method that determines earnings per share individually for every class of frequent
inventory based mostly on an allocation of undistributed earnings per the rights of every
class. At December 31, 2022, the Firm didn’t have any dilutive securities or
different contracts that would, probably, be exercised or transformed into frequent
inventory after which share within the earnings of the Firm beneath the treasury inventory
technique. Because of this, diluted web revenue/(loss) per frequent share is identical as
primary web revenue/(loss) per frequent share for the interval.

Truthful Worth Measurement

ASC 820 establishes a good worth hierarchy that prioritizes and ranks the extent
of observability of inputs used to measure investments at truthful worth. The
observability of inputs is impacted by various components, together with the kind
of funding, traits particular to the funding, market situations and
different components. The hierarchy offers the very best precedence to unadjusted quoted
costs in lively markets for an identical property or liabilities (Degree I
measurements) and the bottom precedence to unobservable inputs (Degree III
measurements).

Investments with available quoted costs or for which truthful worth may be
measured from quoted costs in lively markets will sometimes have the next
diploma of enter observability and a lesser diploma of judgment utilized in
figuring out truthful worth.

The three ranges of the truthful worth hierarchy beneath ASC 820 are as follows:

Degree I-Quoted costs (unadjusted) in lively markets for an identical investments
on the measurement date are used.

Degree II-Pricing inputs are apart from quoted costs included inside Degree I
which might be observable for the funding, both instantly or not directly. Degree II
pricing inputs embody quoted costs for comparable investments in lively markets,
quoted costs for an identical or comparable investments in markets that aren’t
lively, inputs apart from quoted costs which might be observable for the funding,
and inputs which might be derived principally from or corroborated by observable
market information by correlation or different means.

                                       59
--------------------------------------------------------------------------------

Degree III-Pricing inputs are unobservable and embody conditions the place there’s
little, if any, market exercise for the funding. The inputs utilized in
willpower of truthful worth require important judgment and estimation.

In some circumstances, the inputs used to measure truthful worth would possibly fall inside totally different
ranges of the truthful worth hierarchy. In such circumstances, the extent within the truthful worth
hierarchy inside which the funding is categorized in its entirety is
decided based mostly on the bottom stage enter that’s important to the
funding. Assessing the importance of a specific enter to the valuation of
an funding in its entirety requires judgment and considers components particular
to the funding. The categorization of an funding inside the hierarchy is
based mostly upon the pricing transparency of the funding and doesn’t essentially
correspond to the perceived danger of that funding.

Warrant Legal responsibility

We account for the warrants issued in reference to our preliminary public
providing in accordance with the steering contained in ASC 815-40 beneath which the
warrants don’t meet the standards for fairness remedy and should be recorded as
liabilities. Accordingly, we classify the warrants as liabilities at their truthful
worth and alter the warrants to truthful worth at every reporting interval. This
legal responsibility is topic to re-measurement at every steadiness sheet date till
exercised, and any change in truthful worth is acknowledged in our assertion of
operations. The Firm utilized a Monte Carlo simulation methodology to worth
the warrants for intervals previous to public warrant buying and selling and observable
transactions for subsequent intervals, with adjustments in truthful worth acknowledged in
the statements of operations. The estimated truthful worth of the warrant legal responsibility
is set utilizing Degree 1 and Degree 2 inputs. The important thing assumptions within the
possibility pricing mannequin utilized are assumptions associated to anticipated share-price
volatility, anticipated time period, risk-free rate of interest and dividend yield. The
anticipated volatility as of the IPO Closing Date was derived from observable
public warrant pricing on comparable ‘blank-check’ firms that not too long ago went
public in 2020 and 2021. The danger-free rate of interest is predicated on the
interpolated U.S. Fixed Maturity Treasury yield. The anticipated time period of the
warrants is assumed to be six months till the closing of a Enterprise
Mixture, and the contractual 5 12 months time period subsequently. The dividend fee
is predicated on the historic fee, which the Firm anticipates to stay at
zero.

© Edgar On-line, supply Glimpses