UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~September~~November 1325, 2024 (~~September~~November 922, 2024)

~~Gores~~ ~~Holdings~~GORES HOLDINGS IX, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41215	86-1593799
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)


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

(303) 531-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-~~commencement~~commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one warrant	GHIXU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	GHIX	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	GHIXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter). 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. ☐

Item 3 8.01. ~~Notice~~Other ofEvents ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~

OnAt ~~September 9,~~a ~~2024,~~meeting of the board of directors (the “Board”) of Gores Holdings IX, Inc. (the “Company”) ~~received~~held aon ~~delinquency~~November 22, ~~notification~~2024, ~~letter (~~the ~~“Notice”)~~Board ~~from~~determined that the ~~Nasdaq~~Company ~~Listing~~will ~~Qualifications~~not ~~Department~~be ofable ~~the~~to ~~Nasdaq~~complete ~~Stock~~a ~~Market~~merger, ~~LLC~~capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses by December 6, 2024 (the “~~Nasdaq~~Termination Date”), ~~due~~as torequired by the Company’s ~~non-compliance~~Second ~~with~~Amended ~~Nasdaq~~and ~~Listing~~Restated ~~Rule 5250~~Certificate of Incorporation (cthe “Charter”)~~(1)~~. asAs a result, ofand pursuant to the Charter, the Company’s ~~failure~~will: to(i) as ~~timely~~of ~~file~~the ~~its~~Termination ~~Quarterly~~Date, ~~Report~~cease onall ~~Form 10-Q~~operations except for the ~~fiscal~~purpose ~~quarter~~of ~~ended~~winding ~~June~~up; (ii) 30as promptly as reasonably possible, ~~2024~~redeem 100% of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Q2Public ~~2024~~Shares”) ~~Form~~in 10consideration of a per-~~Q”).~~share ~~Rule~~price, ~~5250~~payable in cash, equal to the quotient obtained by dividing (cA)~~(1)~~ the ~~requires~~aggregate ~~companies~~amount ~~with~~then ~~securities~~on ~~listed~~deposit onin ~~Nasdaq~~a toU.S. ~~timely~~based ~~file~~trust ~~all~~account ~~required~~maintained ~~periodic~~by ~~reports~~Computershare ~~with~~Trust Company, N.A., acting as trustee, including interest not previously released to the ~~Securities~~Company to fund regulatory compliance requirements and ~~Exchange~~other ~~Commission~~costs related thereto, and/or to pay its franchise and income taxes (~~the~~less ~~“SEC”).~~up ~~The~~to ~~Notice~~$100,000 ~~has~~of nosuch ~~immediate~~net ~~effect~~interest onto pay dissolution expenses), by (B) the ~~listing~~total number of then outstanding Public Shares, which redemption will completely extinguish rights of the ~~Company’s~~public ~~securities~~stockholders on(including ~~Nasdaq.~~the ~~However~~right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following the ~~Company~~redemption, ~~fails~~subject to ~~timely~~the ~~regain~~approval ~~compliance~~of the remaining stockholders in accordance with ~~the~~applicable ~~rule~~law, dissolve and liquidate, subject in each case to the Company’s ~~securities~~obligations ~~will~~under bethe ~~subject~~General toCorporation ~~delisting~~Law of the State of Delaware, as amended from ~~Nasdaq~~time to time, to provide for claims of creditors and other requirements of applicable law.

The ~~Notice provides that the~~ Company ~~has~~expects ~~60 calendar days~~ to ~~submit~~effect athe ~~plan~~redemption toon ~~Nasdaq~~or toaround ~~regain~~December 6, ~~compliance;~~2024. ifFor ~~the~~illustrative ~~plan is accepted~~purposes, ~~Nasdaq~~based ~~can~~on ~~grant~~the anbalance ~~exception~~ of upthe totrust ~~180~~account ~~days~~as ~~from~~of October 31, 2024, the ~~due~~estimated ~~date~~per-share ofredemption ~~the~~price Q2would ~~2024~~be ~~Form~~approximately $10~~-Q,~~.12. orThe ~~until~~Company’s ~~February 10,~~warrants ~~2025,~~will toexpire ~~regain compliance~~worthless.

As previously described in the Company’s Current Report on Form 8-K, filed with the SEC on August 29, 2024, the Company’s failure to timely file the Q2 2024 Form 10-Q was as result of the discovery of potential errors for the accounting of the Company’s tax provision, which the Audit Committee of the board of directors of the Company has determined impacted the Company’s previously filed annual and quarterly reports. The Company is currently diligently working with its independent registered public accounting firm to complete the necessary audits and restatements in order to file the Q2 2024 Form 10-Q and other amended periodic filings, and will provide Nasdaq with its plan to regain compliance by the applicable deadline.

Forward-Looking Statements

This ~~report~~communication may ~~contain~~include, ~~forward-looking~~and oral statements asmade ~~defined~~from bytime ~~the~~to ~~Private~~time ~~Securities~~by ~~Litigation~~representatives ~~Reform Act~~ of ~~1995.~~the WeCompany ~~intend~~may ~~such~~include, “forward-looking statements” towithin ~~be covered by~~ the ~~safe~~meaning ~~harbor~~of ~~provisions for forward-looking statements contained in~~ Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. ~~All~~Statements ~~statements~~regarding ~~other~~possible ~~than~~business ~~statements~~combinations ofand ~~historical~~the ~~fact~~financing ~~are~~thereof, ~~statements~~and ~~that~~related ~~could~~matters, beas ~~deemed~~well ~~forward-looking~~as all other statements. ~~The~~other ~~Company~~than ~~advises~~statements ~~caution~~of historical fact included in ~~reliance~~this oncommunication are forward-looking statements. ~~Forward-looking~~When ~~statements~~used ~~include,~~in ~~without~~this ~~limitation~~communication, ~~statements~~words ~~related~~such ~~to:~~as ~~the~~“anticipate,” ~~completion~~“believe,” of“continue,” ~~the~~“could,” ~~Company’s~~“estimate,” ~~review~~“expect,” of“intend,” ~~accounting~~“may,” ~~matters~~“might,” ~~and~~“plan,” ~~audit~~“possible,” of“potential,” ~~the~~“predict,” ~~Company’s~~“project,” ~~financial~~“should,” ~~statements;~~“would” ~~the~~and ~~Company’s~~similar ~~plans~~expressions, ~~and~~as ~~timing~~they ~~related~~relate to the ~~filing~~Company ofor the ~~Q2 2024 Form 10-Q and the~~ Company’s ~~Form~~management ~~10-K/A for the fiscal year ended December 31~~team, ~~2023~~identify ~~with~~forward-looking ~~the~~statements. ~~restated~~Such ~~results;~~forward-looking ~~expectations~~statements ~~with~~are ~~respect~~based toon ~~how~~ the ~~adjustments~~beliefs ~~will~~of ~~impact~~ the Company’s ~~financial~~management, ~~statements;~~as ~~and~~well ~~the~~as ~~Company’s~~assumptions ~~plans~~made by, ~~objectives~~ and ~~intentions~~information ~~that~~currently ~~are~~available ~~not~~to, ~~historical~~the ~~facts~~Company’s ~~generally~~management. ~~These~~Actual ~~statements involve known and unknown risks, uncertainties and other factors that may cause actual~~ results tocould differ materially from those ~~implied~~contemplated by the forward-looking ~~statement,~~statements ~~including~~as ~~without~~a ~~limitation:~~result ~~the final outcome~~ of ~~the~~certain ~~evaluation~~factors ofdetailed ~~accounting~~in ~~matters and~~ the ~~impact of the adjustments to the~~ Company’s ~~financial~~filings ~~statements;~~with the ~~discovery~~Securities ~~of additional~~ and ~~unanticipated~~Exchange ~~information~~Commission ~~during~~ (the ~~re-evaluation~~“Commission”). ~~and~~All ~~audit~~subsequent ofwritten ~~the~~or ~~Company’s~~oral ~~financial~~forward-looking statements, ~~including~~attributable itto ~~evaluation of effectiveness of internal control over financial reporting; changes in assumptions regarding how~~ the ~~evaluation will impact the~~ Company’s ~~financial results; the application of accounting~~ or ~~tax~~persons ~~principles~~acting inon ~~an unanticipated manner;~~ the ~~possibility that the Nasdaq may delist the~~ Company’s ~~securities;~~behalf ~~risks~~are ~~related~~qualified toin ~~the~~their ~~Company’s~~entirety ~~ability~~by tothis ~~implement~~paragraph. ~~and~~Forward-looking ~~maintain~~statements ~~effective~~are ~~internal~~subject ~~control~~to ~~over~~numerous ~~financial~~conditions, ~~reporting~~many inof ~~the~~which ~~future;~~are ~~and~~beyond the ~~impact~~control of ~~these factors on~~ the Company’s, ~~performance~~including ~~and~~those ~~outlook.~~set ~~See~~forth ~~also other risks that are described~~ in “the Risk Factors” insection of the Company’s ~~filings~~annual ~~with~~report ~~the SEC, including its Annual Report~~ on Form 10-K ~~filed with the SEC~~ for the fiscal year ended December 31, 2023, ~~and any subsequent reports~~ filed with the ~~SEC.~~Commission ~~All forward-looking statements in this report are based~~ on ~~information~~March 20, ~~available~~2024, ~~to the Company~~ as ofamended ~~the~~on ~~date~~November 13, ~~of this filing~~2024. The Company ~~expressly~~undertakes ~~disclaims~~no ~~any~~ obligation to update orthese ~~alter~~statements ~~its~~for ~~forward-looking~~revisions ~~statements,~~or ~~whether~~changes asafter athe ~~result~~date of ~~new~~this ~~information~~communication, ~~future events or otherwise,~~ except as required by ~~applicable~~ law.

~~Item~~SIGNATURES ~~9.01 Financial Statements and Exhibits.~~

~~(d)~~Pursuant ~~Exhibits:~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit	Description
Date: November 25, 2024		GORES HOLDINGS IX, INC.
99.1	Press Release dated September 13, 2024
		By:	/s/ Andrew McBride
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
		Name:	Andrew McBride
		Title:	Chief Financial Officer and Secretary

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 13, 2024

GORES HOLDINGS IX, INC.

/s/ Andrew McBride

Andrew McBride

Chief Financial Officer and Secretary

Filing Compare · Gores Holdings IX, Inc.