SecProbe.io

March 3, 2025
Mark Stone
Chief Executive Officer
Gores Holdings X, Inc.
6260 Lookout Road
Boulder, CO 80301
Re:Gores Holdings X, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted February 4, 2025
CIK No. 0001986817
Dear Mark Stone:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 29, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
We note the disclosure in the third paragraph that public shareholders will have
redemption rights "at a per-share price ... equal to the aggregate amount then on
deposit in the trust account ... including interest earned thereon (net of amounts
withdrawn or eligible to be withdrawn to fund our regulatory compliance
requirements and other costs related thereto, working capital requirements, in each
case subject to the limitations described herein, and/or to pay our taxes ..., divided by
the number of then issued and outstanding public Class A ordinary shares, subject to 1.

March 3, 2025
Page 2
applicable law." Please advise how such provision is consistent with Nasdaq Rule IM-
5101-2(d), which says "public Shareholders voting against a business combination
must have the right to convert their shares of common stock into a pro rata share of
the aggregate amount then in the deposit account (net of taxes payable and amounts
distributed to management for working capital purposes)."
2.We note your disclosure on page 27 that you if increase or decrease the size of this
offering you will effect a share capitalization or a share surrender or redemption or
other appropriate mechanism, as applicable, with respect to our Class B ordinary
shares immediately prior to the consummation of this offering in such amount as to
maintain the ownership of your initial shareholders, on an as-converted basis, at
20.00% of our issued and outstanding ordinary shares. Please disclose on the cover
page and in narrative and tabular form on pages 15 and 140, in the discussions of
securities that may become issuable to the sponsor and whether, and the extent to
which, these securities issuances may result in a material dilution of the purchaser’s
equity interests. Please refer to Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.
3.Please disclose the repayment of up to $600,000 in loans to cover offering-related and
organizational expenses disclosed on page 14, as required by Item 1602(a)(3) of
Regulation S-K.
Risk Factors, page 60
4.We note the disclosure on page 19 that in order to facilitate your initial business
combination or for any other reason determined by your sponsor, your sponsor may
surrender or forfeit, transfer or exchange your founder shares, private placement
shares or any of your other securities, including for no consideration, as well as
subject any such securities to earn-outs or other restrictions, or otherwise amend the
terms of any such securities or enter into any other arrangements with respect to any
such securities. Please add risk factor disclosure about risks that may arise from the
sponsor having the ability to remove itself as your sponsor before identifying a
business combination, including through the unconditional ability to transfer the
founder shares or otherwise.
Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a
Business Combination
If we are deemed to be an investment company under the Investment Company Act..., page
72
5.We note your disclosure that you may be deemed to be subject to the Investment
Company Act. Please revise to include disclosure that if you are required to wind
down your operations as a result of this status any warrants would expire
worthless.  Please also revise to confirm that if your facts and circumstances change
over time, you will update your disclosure to reflect how those changes impact the
risk that you may be considered to be operating as an unregistered
investment company.

March 3, 2025
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations and Known Trends or Future Events, page 123
6.We note that you expect to account for the warrants as warrant liabilities and not as
equity. Please tell us why you have not made any adjustments to your dilution or
capitalization tables to reflect this liability. Please revise your financial statement
footnotes to discuss your accounting for the warrants, and in your response, please tell
us how you determined your accounting and the literature relied upon.
Permitted Purchases of our Securities, page 149
7.We note your response to prior comment 1 and your disclosure on page 149 that the
purpose of these permitted purchases would be to vote such shares in favor of a
business combination. Please reconcile this disclosure with your disclosure elsewhere
that such purchases would be structured in compliance with the requirements of
Rule 14e-5 under the Exchange Act, or advise.
General
8.We note that the Letter Agreement filed as Exhibit 10.3 requires the company obtain
the consent of the Sponsor before entering into a definitive agreement regarding a
proposed business combination. Please provide clear disclosure of this, as required by
Item 1603(a)(5) of Regulation S-K.
            Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Heather Emmel, Esq.