Item 8.01 Other Events.
On January 11, 2022, the Registration Statement on Form S-1 (File
No. 333-261777) (the "Registration Statement") relating to the initial public
offering (the "IPO") of Gores Holdings IX, Inc. (the Company") was declared
effective by the U.S. Securities and Exchange Commission. On January 14, 2022,
the Company consummated the IPO of 52,500,000 units (the "Units"). Each Unit
consists of one share of Class A common stock of the Company, par value $0.0001
per share ("Class A Common Stock"), and one-third of one warrant of the Company
("Warrant"), each whole Warrant entitling the holder thereof to purchase one
share of Class A Common Stock at an exercise price of $11.50 per share. The
Units were sold at a price of $10.00 per share, generating gross proceeds to the
Company of $525,000,000.
Simultaneously with the closing of the IPO, the Company completed the private
sale of 8,333,333 warrants (the "Private Placement Warrants") at a purchase
price of $1.50 per Private Placement Warrant, to the Company's sponsor, Gores
Sponsor IX LLC (the "Sponsor"), generating gross proceeds to the Company of
approximately $12,500,000. The Private Placement Warrants are identical to the
warrants sold as part of the Units in the IPO, except that the Sponsor has
agreed not to transfer, assign or sell any of the Private Placement Warrants
(except to certain permitted transferees) until 30 days after the completion of
the Company's initial business combination. The Private Placement Warrants are
also not redeemable by the Company so long as they are held by the Sponsor or
its permitted transferees, except as described in the Registration Statement.
A total of $525,000,000, comprised of $514,500,000 of the proceeds from the IPO,
including approximately $18,375,000 of the underwriter's deferred discount, and
$10,500,000 of the proceeds of the sale of the Private Placement Warrants, were
placed in a trust account maintained by and Computershare Inc. and Computershare
Transfer & Trust Company, N.A., acting as trustee. Except with respect to up to
$900,000 per year of interest earned on the funds in the trust account that may
be released to the Company to fund its regulatory compliance requirements and
other costs related thereto, plus additional amounts necessary to pay its
franchise and income taxes, if any, the proceeds from the IPO will not be
released from the trust account until the earliest of (i) the completion of the
Company's initial business combination, (ii) the redemption of any public shares
properly tendered in connection with a stockholder vote to amend the Company's
amended and restated certificate of incorporation (A) to modify the substance or
timing of its obligation to redeem 100% of its public shares if the Company does
not complete its initial business combination within 24 months from the closing
of the IPO or (B) with respect to any other provisions relating to stockholders'
rights or pre-initial business combination activity and (iii) the redemption of
all of the Company's public shares if it is unable to complete its business
combination within 24 months from the closing of the IPO, subject to applicable
law.
On January 11, 2022, in connection with the IPO, the Company filed its
previously approved amended and restated certificate of incorporation with the
Secretary of State of the State of Delaware and, on the dates referred to below,
entered into the following agreements previously filed as exhibits to the
Company's Registration Statement:
• A Warrant Agreement, dated January 11, 2022, between the Company and
Computershare Inc. and Computershare Trust Company, N.A.
• An Investment Management Trust Agreement, dated January 11, 2022, between
the Company and Computershare Trust Company, N.A.
• A Registration Rights Agreement, dated January 11, 2022, among the
Company, Gores Sponsor IX LLC and certain other security holders named
therein.
• A Sponsor Warrants Purchase Agreement, dated January 11, 2022, between
the Company and Gores Sponsor IX LLC.
• An Administrative Services Agreement, dated January 11, 2022, between the
Company and The Gores Group, LLC.
• Letter Agreements, dated January 11, 2022, between the Company and each
of its officers and directors, and Gores Sponsor IX LLC.
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• Indemnity Agreements, dated January 11, 2022, between the Company and
each of its officers and directors.
On January 11, 2022, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO. On January 14, 2022, the Company issued a press release, a
copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K,
announcing the closing of the IPO.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
No. Description of Exhibits
3.1 Amended and Restated Certificate of Incorporation.
4.1 Warrant Agreement, dated January 11, 2022, between the Company and
Computershare Inc. and Computershare Trust Company, N.A.
10.1 Investment Management Trust Agreement, dated January 11, 2022,
between the Company and Computershare Trust Company, N.A.
10.2 Registration Rights Agreement, dated January 11, 2022, among the
Company, Gores Sponsor IX LLC and certain other security holders named
therein.
10.3 Sponsor Warrants Purchase Agreement, dated January 11, 2022, between
the Company and Gores Sponsor IX LLC.
10.4 Administrative Services Agreement, dated January 11, 2022, between
the Company and The Gores Group, LLC.
10.5 Form of Letter Agreement, dated January 11, 2022, by and between the
Company and each of its officers and directors, and Gores Sponsor IX
LLC.
10.6 Form of Indemnity Agreement, dated January 11, 2022, between the
Company and each of its officers and directors.
99.1 Press Release, dated January 11, 2022.
99.2 Press Release, dated January 14, 2022.
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