SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 VIA EDGAR
 Santander US Capital Markets, LLC 437 Madison Avenue
 New York, New York 10022 April 30, 2025
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549
 Attention: Catherine De Lorenzo and Pam Howell

 Re:
 Gores Holdings X, Inc. (the “Company”)
 Registration Statement on Form S-1
 Registration File No. 333-286495
 Ladies and Gentlemen: In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join the request of Gores Holdings X, Inc. that the effectiveness for the above-captioned Registration
Statement on Form S-1 filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on May 1, 2025, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Weil, Gotshal & Manges LLP, request by telephone that such Registration Statement be declared effective.
 Pursuant to Rule 460 under the Act, please be advised that we will distribute to each underwriter, dealer or institution who is reasonably
anticipated to participate in the offering as many copies of the preliminary prospectus dated April 29, 2025 (the “Preliminary Prospectus”) as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 [ Signature Page Follows ]

 Very truly yours,
 By: Santander US Capital Markets, LLC

 /s/ Ryan Kelley

 Name: Ryan Kelley

 Title: Managing Director

 /s/ Molly Deale Kramer

 Name: Molly Deale Kramer

 Title: Executive Director

 Acting severally on behalf of themselves and the several Underwriters

 [ Signature Page to
Underwriters’ Acceleration Request ]

CORRESP
 1
 filename1.htm

 CORRESP

 Gores Holdings X, Inc.
 6260 Lookout Road Boulder, CO
80301 April 30, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549 Attention: Catherine De Lorenzo and Pam Howell

 Re:
 Gores Holdings X, Inc. (the “Company”) Registration Statement on Form
 S-1 (Registration No. 333-286495) Dear Ms. De
Lorenzo and Ms. Howell: Pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request that the effective
date of the Company’s Registration Statement on Form S-1 (File No. 333-286495), as thereafter amended and supplemented from time to time, be accelerated by the Securities and Exchange Commission (the
“Commission”) to 4:00 p.m. Washington D.C. time on May 1, 2025 or as soon as practicable thereafter, or at such other time as the Company or its outside counsel, Weil, Gotshal & Manges LLP, request by telephone that such
Registration Statement be declared effective. We request that we be notified of such effectiveness by a telephone call to Heather Emmel
of Weil, Gotshal & Manges LLP at (212) 310-8849 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Gores Holdings X, Inc.

 By:

 /s/ Mark Stone

 Name:

 Mark Stone

 Title:

 Chief Executive Officer

 cc:

 Weil, Gotshal & Manges LLP

 Heather Emmel, Esq.

 Ropes & Gray LLP

 Paul D. Tropp, Esq. Christopher J. Capuzzi,
Esq.

CORRESP
 1
 filename1.htm

 CORRESP

 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax
 April 29, 2025 U.S.
Securities and Exchange Commission Division of Corporation Finance
 100 F Street, N.E. Washington, D.C. 20549
 Attention: Catherine De Lorenzo and Pam Howell

 RE:
 Gores Holdings X, Inc.

  
 Amendment No. 1 to Registration on Form S-1

  
 Filed April 29, 2025

  
 File No. 333-286495
 Dear Ms. De Lorenzo and Ms. Howell: On behalf of
Gores Holdings X, Inc. a Cayman Islands exempted company (the “ Company ”), set forth below are responses of the Company to the comments of the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S.
Securities and Exchange Commission contained in the letter dated April 29, 2025 (the “ Comment Letter ”) regarding the Company’s Amendment No. 1 to the Registration Statement on Form
 S-1 (File No. 333-286495) (the “ Registration Statement ”). Concurrently with this response letter, the Company has revised the Registration
Statement, has filed an updated Cayman Islands counsel legal opinion set forth in Exhibit 5.2 thereto and is filing an Amendment No. 2 to the Registration Statement. Capitalized terms used herein and otherwise not defined herein shall have the
meanings assigned to such terms in the Registration Statement or the exhibits thereto, as applicable. The headings and numbered paragraphs of this letter
correspond to the headings and paragraph numbers contained in the Comment Letter, and to facilitate your review, we have reproduced the text of the Staff’s comments in boldfaced print below, followed by the Company’s response to the
comment. Amendment No. 1 to Registration on Form S-1
 Exhibits

 1.
 Comment : We note your response to prior comment 1. We also note your assumption in 2.10 that
“none of the Class A Ordinary Shares will be issued for less than par value.” Please request that Cayman counsel revise its opinion in Exhibit 5.2 to remove this inappropriate assumption. It is not appropriate for counsel to include in its
opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 April 29, 2025 Page
 2

 Response : The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has filed an updated legal opinion from the Company’s Cayman Islands counsel to address the Staff’s comment. Should any
questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8849 or by
 e-mail at heather.emmel@weil.com .

 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax

 Sincerely yours,

 /s/ Heather Emmel

 Heather Emmel
 cc: Mark Stone, Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 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 Registration on Form S-1
 Filed April 29, 2025
 File No. 333-286495
Dear Mark Stone:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe this comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our April 22,
2025 letter.

Amendment No. 1 to Registration on Form S-1
Exhibits

1. We note your response to prior comment 1. We also note your assumption
in 2.10 that
 "none of the Class A Ordinary Shares will be issued for less than par
value." Please
 request that Cayman counsel revise its opinion in Exhibit 5.2 to remove
this
 inappropriate assumption. It is not appropriate for counsel to include
in its opinion
 assumptions that assume any of the material facts underlying the
opinion. Refer to
 Section II.B.3.a of Staff Legal Bulletin No. 19.
 April 29, 2025
Page 2

 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax
 April 29, 2025 U.S.
Securities and Exchange Commission Division of Corporation Finance
 100 F Street, N.E. Washington, D.C. 20549
 Attention: Catherine De Lorenzo and Pam Howell

 RE:
 Gores Holdings X, Inc.

  
 Registration Statement on Form S-1

  
 Filed April 11, 2025

  
 File No. 333-286495
 Dear Ms. De Lorenzo and Ms. Howell: On behalf of
Gores Holdings X, Inc. a Cayman Islands exempted company (the “ Company ”), set forth below are responses of the Company to the comments of the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S.
Securities and Exchange Commission contained in the letter dated April 22, 2025 (the “ Comment Letter ”) regarding the Company’s Registration Statement on Form S-1 (File No. 333-286495) (the “ Registration Statement ”). Concurrently with this response letter, the Company has revised the Registration Statement, has filed an updated Cayman Islands counsel legal
opinion set forth in Exhibit 5.2 thereto and is filing an Amendment No. 1 to the Registration Statement. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Registration Statement
or the exhibits thereto, as applicable. The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in
the Comment Letter, and to facilitate your review, we have reproduced the text of the Staff’s comments in boldfaced print below, followed by the Company’s response to the comment.
 Registration Statement on Form S-1
 Exhibits

 1.
 Comment : Please request that Cayman counsel revise its opinion in Exhibit 5.2 to remove inappropriate
assumptions. For example, we note paragraphs 2.10 and 2.12. It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin
No. 19.

 April 29, 2025 Page
 2

 Response : The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has filed an updated legal opinion from the Company’s Cayman Islands counsel to address the Staff’s comment. Should any
questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8849 or by
 e-mail at heather.emmel@weil.com .

 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax

 Sincerely yours,

 /s/ Heather Emmel

 Heather Emmel
 cc: Mark Stone, Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Mark Stone
Chief Executive Officer
Gores Holdings X, Inc.
6260 Lookout Road
Boulder, CO 80301

 Re: Gores Holdings X, Inc.
 Registration Statement on Form S-1
 Filed April 11, 2025
 File No. 333-286495
Dear Mark Stone:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe this comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Exhibits

1. Please request that Cayman counsel revise its opinion in Exhibit 5.2 to
remove
 inappropriate assumptions. For example, we note paragraphs 2.10 and
2.12. It is not
 appropriate for counsel to include in its opinion assumptions that
assume any of the
 material facts underlying the opinion. Refer to Section II.B.3.a of
Staff Legal Bulletin
 No. 19.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 April 22, 2025
Page 2

statement.

 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax
 April 11, 2025 U.S. Securities
and Exchange Commission Division of Corporation Finance 100
F Street, N.E. Washington, D.C. 20549 Attention: Catherine
De Lorenzo and Pam Howell

 RE:
 Gores Holdings X, Inc.
 Amendment No. 1 to
 Draft Registration Statement on Form S-1
 Submitted February 4, 2025
 CIK No. 0001986817 Dear Ms. De
Lorenzo and Ms. Howell: On behalf of Gores Holdings X, Inc. a Cayman Islands exempted company (the “ Company ”), set forth below are
responses of the Company to the comments of the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission contained in the letter dated March 3, 2025 (the “ Comment
Letter ”) regarding the Company’s Amendment No. 1 to the Draft Registration Statement on Form S-1 submitted on February 4, 2025. Concurrently with this response letter, the Company is
filing its Registration Statement on Form S-1 (the “ Registration Statement ”). Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in
the Registration Statement or the exhibits thereto, as applicable. The headings and numbered paragraphs of this letter correspond to the headings and
paragraph numbers contained in the Comment Letter, and to facilitate your review, we have reproduced the text of the Staff’s comments in boldfaced print below, followed by the Company’s response to each comment. References in the responses
to page numbers and section headings refer to page numbers and section headings in the Registration Statement. Amendment No. 1 to Draft
Registration Statement on Form S-1 Cover Page

 1.
 Comment : 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

 April 11, 2025 Page
 2

described herein, and/or to pay our taxes ..., divided by the number of then issued and outstanding public Class A ordinary shares, subject to 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).”
 Response : The Company acknowledges the Staff’s comment and respectfully advises the Staff that, consistent with Nasdaq Rule IM- 5101-2(d), public shareholders will have redemption rights at a per-share price equal to the aggregate amount then on deposit in
the trust account (net of taxes payable and amounts distributed to management for working capital purposes). The Company has accordingly revised the disclosure on the cover page and throughout the Registration Statement to provide 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 to
fund working capital requirements, 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 applicable law.”

 2.
 Comment : 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. Response : The
Company acknowledges the Staff’s comment and respectfully advises the Staff that, as disclosed in the Registration Statement, the Company’s initial shareholders, on an as-converted basis with respect
to the Class B ordinary shares, will own 20.00% of the Company’s issued and outstanding shares (excluding the private placement shares) upon consummation of the offering. The Company respectfully advises the Staff that any share
capitalization, share surrender or redemption or other appropriate mechanism effected to maintain the ownership of our initial shareholders will not result in a material dilution of the purchaser’s equity interests since the initial
shareholders will beneficially own 20.00% of the Company’s issued and outstanding shares (excluding the private placement shares) as of the closing of the offering. In response to the Staff’s comment, the Company has revised the disclosure
on the cover page and pages 15, 101, 118, 130, 144, 189, 191, 195 and 206 of the Registration Statement accordingly.

 April 11, 2025 Page
 3

 3.
 Comment : 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.
 Response : In response to the Staff’s comment, the Company has revised the disclosure on the cover page of the Registration
Statement accordingly. Risk Factors, page 60

 4.
 Comment : 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.
 Response : In response to the Staff’s comment, the Company has revised the disclosure on page 90 of the Registration Statement
accordingly. 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.
 Comment : 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.
 Response : In response to the Staff’s comment, the Company has revised the disclosure on pages 74 and 75 of the Registration
Statement accordingly. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations and Known
Trends or Future Events, page 123

 April 11, 2025 Page
 4

 6.
 Comment : 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. Response : In response to
the Staff’s comment, the Company has revised the summary financial data, dilution and capitalization tables on pages 58, 122 and 125 of the Registration Statement, respectively. Further, the Company respectfully advises the Staff that it has
revised the financial statement footnotes on pages F-12 and F-13 to discuss the Company’s accounting for the warrants.
 The Company respectfully advises the Staff that, as disclosed in the financial statement footnotes, the Company evaluates its financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for
as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of
operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet
as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
 Permitted Purchases of our Securities, page 149

 7.
 Comment : 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. Response : In response to the
Staff’s comment, the Company has revised the disclosure on page 153 of the Registration Statement accordingly.

 April 11, 2025 Page
 5

 General

 8.
 Comment : 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.
 Response : In response to the Staff’s comment, the Company has revised the disclosure on pages 16, 99,
144 and 152 of the Registration Statement accordingly. Should any questions arise in connection with the filing or this response letter, please contact
the undersigned at 212-310-8849 or by e-mail at heather.emmel@weil.com .

 767 Fifth Avenue
 New York, NY 10153-0119 +1 212 310
8000 tel +1 212 310 8007 fax

 Sincerely yours,

 /s/ Heather Emmel

 Heather Emmel
 cc: Mark Stone, Chief Executive Officer

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.

United States securities and exchange commission logo
August 29, 2023
Mark Stone
Chief Executive Officer
Gores Holdings X, Inc. / CI
6260 Lookout Road
Boulder, CO 80301
Re:Gores Holdings X, Inc. / CI
Draft Registration Statement on Form S-1
Submitted August 3, 2023
CIK No. 0001986817
Dear Mark Stone:
            We have reviewed your draft registration statement and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            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 our 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 3, 2023
Permitted Purchases of our Securities, page 124
1.We note the disclosure in this section that if you seek shareholder approval of the business
combination, your sponsor, officers, directors and affiliates may purchase shares in
privately negotiated transactions.  You then state that such purchases would be to "vote
such shares in favor of the business combination and thereby increase the likelihood of
obtaining shareholder approval of the business combination."  Please reconcile with the
disclosure on page 27 where you state such shares will not be voted.  See also for
guidance Question 166.01 of the Compliance and Disclosure Interpretations Tender Offer
Rules and Schedules.

 FirstName LastNameMark  Stone
 Comapany NameGores Holdings X, Inc. / CI
 August 29, 2023 Page 2
 FirstName LastName
Mark  Stone
Gores Holdings X, Inc. / CI
August 29, 2023
Page 2
            You may contact Eric McPhee at 202-551-3693 or Robert Telewicz at 202-551-3438 if
you have questions regarding the financial statements and related matters.  Please contact
Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-3772 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Heather Emmel, Esq.