Gores Holdings X is correcting a mistake in how it calculated per-share losses for the third quarter of 2025. The error overstated the accretion assigned to redeemable Class A shares when allocating income among share classes, changing reported loss-per-share figures but not the company’s total net loss, cash or redemption values.
The review also identified a material weakness in the company’s controls over per-share calculations. Management says it has begun work to address the weakness.
Key details
- For the three months ended Sept. 30, 2025, the company used $31.1 million of year-to-date accretion on redeemable Class A shares in its per-share calculation, rather than the $3.6 million attributable to that quarter. The difference was $27.5 million.
- As a result, basic and diluted net loss per share for each class of ordinary shares for the quarter should have been $0.04, rather than the previously reported $0.65.
- For the nine months ended Sept. 30, 2025, diluted weighted-average Class B shares outstanding should have been 8.44 million, not 8.97 million. Diluted net loss per Class B share should have been $1.10, rather than $1.08. The company said this nine-month error was not material; basic net loss per share for that period remains $1.10.
- The errors did not affect the company’s balance sheets, total net loss, changes in shareholders’ deficit, cash flows, trust-account balance or the redemption value of Class A shares.
- The corrected figures appear as comparative amounts in the company’s quarterly financial statements for the period ended Sept. 30, 2026. Gores Holdings X does not plan to amend its earlier 2025 quarterly report.
- Management found a material weakness in the review control for calculating net income or loss per share. The company’s chief executive and chief financial officers concluded that its disclosure controls were not effective as of Sept. 30, 2026. Remediation efforts have begun.
What changes for investors: The correction changes reported per-share results, particularly the third-quarter 2025 loss per share, but does not change the company’s overall loss, cash position or amounts available to redeem shares. The control weakness concerns the review of per-share calculations; the company has not said that its remediation is complete.