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Item 1. Financial Statements

2025-08-13 compared with 2025-06-13 · 215 added, 71 removed, 294 unchanged (49% of the section changed)

2 unchanged sentences

CONDENSED BAL ANCE SHEETS

March 31, 2025

June 30, 2025

December 31, 2024

Current assets:

Deferred offering costs associated with proposed public offering

Deferred offering costs associated with public offering

Prepaid expenses

Total current assets

Cash and investments held in Trust Account

LIABILITIES AND SHAREHOLDER'S DEFICIT

2 unchanged sentences

Notes payable - related party

Total current liabilities:

Public warrants derivative liability

Deferred underwriting compensation

Total liabilities

Commitments and contingencies

Class A ordinary shares subject to possible redemption, 35,880,000 and - 0 - shares, respectively (at redemption value of $ 10.05 and $ 0.00 per share, respectively)

Shareholder's deficit:

2 unchanged sentences

Ordinary shares

Class A ordinary shares, $ 0.0001 par value, 400,000,000 shares authorized, no ne issued or outstanding

Class A ordinary shares, $ 0.0001 par value;

400,000,000 shares authorized, 225,000 and - 0 - shares, respectively, issued and outstanding, excluding 35,880,000 and - 0 - shares, respectively, subject to possible redemption

Class B ordinary shares, $ 0.0001 par value, 40,000,000 shares authorized;

4 unchanged sentences

Total liabilities and shareholder's deficit

(1) At December 31, 2024, included an aggregate of up to 1,170,000 Class B ordinary shares, $ 0.0001 par value, subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On May 5, 2025, the Company consummated its Initial Public Offering and sold 35.88 million Units, which includes the full exercise of the underwriter's over-allotment option, hence the 1,170,000 Class B ordinary shares are no longer subject to forfeiture.

(2) On June 30, 2023, the Sponsor paid $ 25,000 to cover certain of the Company’s offering costs in consideration of 11,500,000 Founder Shares.

On February 3, 2025, the Sponsor surrendered for no consideration 4,025,000 Founder Shares.

On May 1, 2025, the Company effected a stock dividend with respect to its Class B ordinary shares of 1,495,000 shares thereof, resulting in an aggregate of 8,970,000 outstanding shares of Class B ordinary shares.

All share data has been retroactively presented.

See accompanying notes to the unaudited, interim, condensed financial statements.

1 unchanged sentence

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

See accompanying notes to the unaudited, interim, condensed financial statements.

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Professional fees and other expenses

Net income/(loss)

Net loss from operations

Change in fair value of public warrant liabilities

Allocated expense for warrant issuance cost

Other income - interest income

Net loss per ordinary share:

Weighted average ordinary shares outstanding, basic & diluted

Basic and diluted net income/(loss) per share

Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares

Basic net loss per share, Class A redeemable ordinary shares

Diluted net loss per share, Class A redeemable ordinary shares

Basic and diluted weighted average shares outstanding of Class A non-redeemable ordinary shares

Basic net loss per share, Class A non-redeemable ordinary shares

Diluted net loss per share, Class A non-redeemable ordinary shares

Basic weighted average shares outstanding, Class B ordinary shares (1)(2)

Diluted weighted average shares outstanding, Class B ordinary shares (1)(2)

Basic net loss per share, Class B ordinary shares

Diluted net loss per share, Class B ordinary shares

(1) At December 31, 2024, excluded an aggregate of up to 1,170,000 Class B ordinary shares, $ 0.0001 par value, subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

(2) On June 30, 2023, the Sponsor paid $ 25,000 to cover certain of the Company’s offering costs in consideration of 11,500,000 Founder Shares.

On February 3, 2025, the Sponsor surrendered for no consideration 4,025,000 Founder Shares.

See accompanying notes to the unaudited, interim, condensed financial statements.

GORES HOLDINGS X, INC.

UNAUDITED CONDENSED STATEMENTS OF CHANGES I N SHAREHOLDER'S DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

For the Three and Six Months Ended June 30, 2025

Class A Ordinary Shares

Class B Ordinary Shares (1)(2)

3 unchanged sentences

Balance at March 31, 2025

Proceeds from Class A Private Placement Shares

Accretion for Class A ordinary shares to redemption amount

Balance at June 30, 2025

For the Three and Six Months Ended June 30, 2024

Class A Ordinary Shares

Class B Ordinary Shares (1)(2)

3 unchanged sentences

Balance at March 31, 2024

Balance at June 30, 2024

(2) On June 30, 2023, the Sponsor paid $ 25,000 to cover certain of the Company’s offering costs in consideration of 11,500,000 Founder Shares.

On February 3, 2025, the Sponsor surrendered for no consideration 4,025,000 Founder Shares.

All share data has been retroactively presented.

See accompanying notes to the unaudited, interim, condensed financial statements.

1 unchanged sentence

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Six Months Ended June 30, 2024

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities

Allocated expense for warrant issuance cost

Interest reinvested in the Trust Account

Loss from change in fair value of public warrant liabilities

Changes in operating assets and liabilities:

Prepaid assets

Accrued expenses, formation and offering costs

Net cash used in operating activities

Cash flows from investing activities:

Cash deposited in trust account

( 358,800,000

Net cash used in investing activities

( 358,800,000

Cash flows from financing activities:

Proceeds from sale of Units in initial public offering

Proceeds from sale of Private Placement Shares to Sponsor

Deferred offering costs

Payment of accrued offering costs

Payment of underwriters’ discounts and commissions

Proceeds from notes payable — related party

Repayment of notes payable – related party

Net cash provided by financing activities

4 unchanged sentences

Offering costs included in accrued expenses, formation and offering costs

Deferred underwriting compensation

Offering costs charged to additional paid in capital

Initial classification of warrant liability - public

See accompanying notes to the unaudited, interim, condensed financial statements.

8 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2025, the Company had not commenced any operations.

All activity for the period from June 26, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the Initial Public Offering, which is described below.

As of June 30, 2025, the Company had not commenced any operations.

All activity for the period from June 26, 2023 (inception) through June 30, 2025 relates to the Company’s formation and the Initial Public Offering, which is described below, and searching for a target.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

5 unchanged sentences

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 358,800,000 .

Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of an aggregate of 225,000 Class A Ordinary Shares (the “Private Placement Shares”) to the Sponsor at a price of $ 10.00 per Private Placement Share, generating gross proceeds to the Company of approximately $ 2,250,000 .

Each Unit consists of one Class A ordinary share of the Company, par value $ 0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $ 11.50 per share.Transaction costs amounted to $ 10,605,256 , consisting of $ 3,320,000 of cash underwriting fee, $ 6,640,000 of deferred underwriting fee, and $ 645,256 of other offering costs.

The Private Placement Shares are identical to the Class A Ordinary Shares included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement for its IPO.

1 unchanged sentence

The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Offering costs amounted to $ 24,168,141 , consisting of $ 250,000 of cash underwriting fee, $ 10,764,000 of deferred underwriting fee, $ 10,764,000 of a deferred advisory fee, and $ 2,390,141 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

The Company must complete one or more Business Combinations with having an aggregate fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes paid or payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company

under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company must complete one or more Business Combinations with having an aggregate fair market value equal to at least 80 % of the net assets held

in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes paid or payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

There is no assurance that the Company will be able to successfully effect a Business Combination.

4 unchanged sentences

(i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations described herein, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, 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 (which shall exclude the 1 % U.S.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, subject to the limitations described herein, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned thereon (net of up to $ 600,000 per year 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 (which shall exclude the 1 % U.S.

federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on us), divided by the number of then issued and outstanding public Class A ordinary shares, subject to applicable law.

5 unchanged sentences

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20 % of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Completion Window (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such

amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination.

the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Completion Window (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination.

The Company has until the date that is 24 months from the closing of the IPO (or 27 months from the closing of the IPO if the Company has executed a definitive agreement for an initial Business Combination within 24 months from the closing of the IPO) or until such earlier liquidation date as the Company’s board of directors may approve, to consummate the Company’s initial business combination.

As a result, as described in more detail in the prospectus, The Company will have up to 27 months from the closing of the IPO to consummate the Company’s initial business combination.

If the Company is unable to complete its Business Combination within 24 months (or 27 months if the Company has executed a definitive agreement for an initial Business Combination within 24 months from the closing of the IPO), or such earlier liquidation date as the Company’s board of directors may approve, from the closing of the IPO, the Company will redeem 100 % of the public shares at a per-share price, payable in cash, 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 in the prospectus), and/or to pay the Company’s taxes (which shall exclude the 1 % U.S.

If the Company is unable to complete its Business Combination within 24 months (or 27 months if the Company has executed a definitive agreement for an initial Business Combination within 24 months from the closing of the IPO), or such earlier liquidation date as the Company’s board of directors may approve, from the closing of the IPO, the Company will redeem 100 % of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned thereon (net of up to $ 600,000 per year withdrawn to fund working capital requirements, subject to the limitations described in the prospectus), and/or to pay the Company’s taxes (which shall exclude the 1 % U.S.

federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on the Company), and up to $ 100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, subject to applicable law and as further described in the prospectus.

9 unchanged sentences

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering.

In the event of such distribution, it is possible that the per share value of

the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering.

Significant Accounting Policies

5 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 5, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 9, 2025.

The interim results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Emerging Growth Company

10 unchanged sentences

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

For the Three Months Ended June 30, 2025

For the Three Months Ended June 30, 2024

Class A Redeemable

Class A Non-redeemable

Class A Redeemable

Class A Non-redeemable

Class B (1)(2)

Basic and diluted net loss per common share:

Basic allocation of net loss including accretion of temporary equity

Diluted allocation of net loss including accretion of temporary equity

Basic weighted-average shares outstanding

Diluted weighted-average shares outstanding

Basic net loss per common share

Diluted net loss per common share

For the Six Months Ended June 30, 2025

For the Six Months Ended June 30, 2024

Class A Redeemable

Class A Non-redeemable

Class A Redeemable

Class A Non-redeemable

Class B (1)(2)

Basic and diluted net loss per common share:

Basic allocation of net loss including accretion of temporary equity

Diluted allocation of net loss including accretion of temporary equity

Basic weighted-average shares outstanding

Diluted weighted-average shares outstanding

Basic net loss per common share

Diluted net loss per common share

(2) On June 30, 2023, the Sponsor paid $ 25,000 to cover certain of the Company’s offering costs in consideration of 11,500,000 Founder Shares.

On February 3, 2025, the Sponsor surrendered for no consideration 4,025,000 Founder Shares.

Use of Estimates

For the Three Months Ended March 31, 2025

For the Three Months Ended March 31, 2024

Basic and diluted net income/(loss) per Class B ordinary share:

Net income/(loss)

Weighted-average Class B ordinary shares outstanding

Basic and diluted net income/(loss) per Class B ordinary share

The preparation of financial statements in conformity with U.S.

5 unchanged sentences

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

The Company had $ 2,774 in cash and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, the Company had no cash equivalents held outside the Trust account.

Concentration of Credit Risk

3 unchanged sentences

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “ Expenses of Offering ”.

Offering costs were $ 1,910,035 and $ 1,181,858 as of March 31, 2025 and December 31, 2024, respectively, consisting principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to shareholders’ deficit upon the completion of the Public Offering.

Financial Accounting Standagrds Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Warrants and then to the Class A ordinary shares.

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants were charged as an expense as Public Warrants, after management's evaluation, were accounted for under liability treatment.

Fair Value of Financial Instruments

11 unchanged sentences

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 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.

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 sheets as current or noncurrent based on whether or not settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Warrants are deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 815.

The Warrants are deemed to be a freestanding financial instrument accounted for as a liability pursuant to ASC 815.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

12 unchanged sentences

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A ordinary shares subject to redemption to be classified outside of permanent equity.

Therefore, all Class A ordinary shares will be classified outside of permanent equity.

Therefore, all redeemable Class A ordinary shares will be classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period.

8 unchanged sentences

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Liquidity and Going Concern Consideration

In connection with an assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until the date that is 24 months from the closing of the IPO (or 27 months from the closing of the IPO if the Company has executed a definitive agreement for an initial Business Combination within 24 months from the closing of the IPO) or until such earlier liquidation date as the Company’s board of directors may approve, to consummate the Company’s initial business combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

If the Company does not complete its Business Combination in that time, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $ 100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In addition, at June 30, 2025 and December 31, 2024, the Company had current liabilities of $ 1,519,818 and $ 1,224,632 , respectively, and working capital deficit of ($ 658,917 ) and ($ 40,000 ), respectively.

Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination.

Such work is continuing after June 30, 2025 and amounts are continuing to accrue.

In order to finance ongoing operating costs, the Sponsor or an affiliate of the Sponsor will provide the Company with additional working capital via a Sponsor Loan..

In addition, if the Company fails to complete its Business Combination in the time allowed, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless.

Due to the amount of time left to complete a Business Combination, funds available for operating costs via the regulatory and tax withdrawal rights, and the funds available under the loan from Sponsor, management believes that substantial doubt is alleviated.

Public Offering

5 unchanged sentences

Only whole warrants are exercisable.

Each warrant will become exercisable 30 days after the completion of the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary share issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances), in each case as described in the warrant agreement.

them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances), in each case as described in the warrant agreement.

The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

2 unchanged sentences

Under the terms of the warrant agreement, the Company has agreed that as soon as practicable following the closing of the initial business combination, but in no event later than 20 business days thereafter, the Company will use its commercially reasonable efforts to file a registration statement on Form S-1 or F-1, as applicable, under the Securities Act covering the issuance of such shares upon exercise of the warrants.

The Company paid an upfront underwriting discount of $ 0.008 ($ 250,000 ) of the per Unit offering price, not including the Units sold per the exercise of the underwriter’s exercise of the over-allotment option, to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.00 % ($ 10,764,000 ) of the gross offering proceeds payable upon the Company’s completion of a Business Combination.

The Company paid an upfront underwriting discount of $ 0.008 , equaling $ 250,000, of the per Unit offering price, not including the Units sold per the exercise of the underwriter’s exercise of the over-allotment option, to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.00 % ($ 10,764,000 ) of the gross offering proceeds payable upon the Company’s completion of a Business Combination.

The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

1 unchanged sentence

In addition to the deferred underwriting discounts, the Company will engage Santander US Capital Markets LLC to provide advisory services from time to time.

As compensation for the services provided under an engagement letter, the Company shall pay Santander US Capital Markets LLC a fee equal to 3.00 % ($ 10,764,000 )

of the gross proceeds raised in the IPO, payable upon closing of such initial Business Combination.

As compensation for the services provided under an engagement letter, the Company shall pay Santander US Capital Markets LLC a fee equal to 3.00 % ($ 10,764,000 ) of the gross proceeds raised in the IPO, payable upon closing of such initial Business Combination.

The Company has agreed to indemnify Santander US Capital Markets LLC and its affiliates in connection with its role in providing the advisory services.

The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity.” The fair value of the public warrants at May 5, 2025 was a liability of $ 1,524,900 .

At June 30, 2025, the fair value of the public warrants increased to $ 5,292,400 .

The change in fair value of $ 3,767,400 is reflected as a loss in the condensed statements of operations.

All of the 35,880,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

Given the Class A ordinary shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.”

Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

As of June 30, 2025, the Class A Ordinary Shares Subject to Possible Redemption reflected on the condensed balance sheets are reconciled in the following table:

As of June 30, 2025

Gross proceeds

Proceeds allocated to public warrants

Class A ordinary shares issuance costs

Accretion for Class A ordinary shares to redemption amount

Class A ordinary shares subject to possible redemption

Related Party Transactions

14 unchanged sentences

Private Placement

The Private Placement Shares are identical to the Class A Ordinary Shares included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement for its IPO.

No underwriting discounts or commissions were paid with respect to such sale.

The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The issuance of the Private Placement

Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Related Party Loans

Prior to the completion of the IPO, the Sponsor loaned the Company an aggregate of $ 231,901 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organizational expenses and expenses related to the Public Offering.

The Note was non-interest bearing and payable

on the earlier of December 31, 2025 or the completion of the IPO.

As of March 31, 2025 and December 31, 2024, the outstanding balance on the Note was $ 172,901 .

The Note was non-interest bearing and payable on the earlier of December 31, 2025 or the completion of the IPO.

As of June 30, 2025 and December 31, 2024, the outstanding balance on the Note was $ 0 and $ 172,901 , respectively.

The Note was repaid on May 5, 2025, after completion of the IPO and is no longer available after closing.

3 unchanged sentences

In addition, the Company has agreed that it will indemnify the Sponsor from any claims arising out of or relating to this offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in the Trust Account.

The Administrative Services Agreement was not in effect as of March 31, 2025, so no fees were incurred or paid as of the three months ended March 31, 2025 and 2024.

For the three months ending June 30, 2025 and 2024, the Company incurred and paid the affiliate $ 39,355 and $ 0 , respectively.

Commitments and Contingencies

12 unchanged sentences

The Company has agreed to indemnify Santander US Capital Markets LLC and its affiliates in connection with its role in providing the advisory services.

The Company is committed to pay a deferred underwriting discount totaling $ 18,375,000 , or 3.50 % of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation

of a Business Combination.

The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination.

3 unchanged sentences

Holders of Class A ordinary shares are entitled to one vote for each share .

At March 31, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding.

At June 30, 2025 and December 31, 2024, there were 36,105,000 and - 0 - Class A ordinary shares issued and outstanding, respectively.

Class B Ordinary Shares

1 unchanged sentence

Holders of the Class B ordinary shares are entitled to one vote for each share .

At March 31, 2025 and December 31, 2024, there were 8,970,000 Class B ordinary shares issued and outstanding so that the Company’s initial shareholders will own 20.00 % of the Company’s issued and outstanding shares (excluding the private placement shares and assuming the Sponsor, directors or officers do not purchase any shares in this offering) after this offering.

Up to 1,170,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriter’s over-allotment is exercised..

At June 30, 2025 and December 31, 2024, there were 8,970,000 Class B ordinary shares issued and outstanding so that the Company’s initial shareholders will own 20.00 % of the Company’s issued and outstanding shares (excluding the private placement shares and assuming the Sponsor, directors or officers do not purchase any shares in this offering) after this offering.

Preferred Shares

2 unchanged sentences

The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.

At March 31, 2025 and December 31, 2024, there were no preferred shares issued or outstanding.

At June 30, 2025 and December 31, 2024, there were no preferred shares issued or outstanding.

Public Shareholder Warrants

7 unchanged sentences

The Company accounts for the 8,970,000 warrants in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each

warrant must be recorded as a liability.

Accordingly, the Company classifies each warrant as a liability at its fair value and charges the costs associated with issuing such warrants to operations.

21 unchanged sentences

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero .

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

On March 31, 2025, there were no issued or outstanding warrants.

At June 30, 2025, there were observable transactions and adequate trading volume in the Company’s public warrants to provide a reliable indication of value.

The Public Warrants were valued at $ 0.59 per warrant at June 30, 2025.

The Warrants are measured at fair value on a recurring basis.

The subsequent measurement of the Public Warrants as of June 30, 2025, is classified as Level 1 due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities.

As of June 30, 2025, the aggregate value of the Public Warrants was approximately $ 5.3 million based on the closing price of GTENW on that date of $ 0.59 per warrant.

As of May 5, 2025, the aggregate value of the Public Warrants was approximately $ 1.5 million.

The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants at initial recording:

Implied Class A ordinary share price

Exercise price

Simulation term (years)

Risk-free rate (continuous)

Selected volatility

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.

Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves.

Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:

Investments held in Trust Account

Public warrants

Investments held in Trust Account

Public warrants

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period.

On June 30, 2025, the Public warrants moved from Level 3 to Level 1.

Risk and Uncertainties

20 unchanged sentences

The Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.

The measure of segment assets is reported on the balance sheets as total assets .

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

March 31, 2025

March 31, 2024

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income (loss) that also is reported on the unaudited condensed statements of operations as net income (loss).

The measure of segment assets is reported on the condensed balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income (loss) and total assets, which include the following:

Cash and investments held in Trust Account

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Professional fees and other expenses

Professional fees and other expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Proposed Offering and eventually a Business Combination within the business combination period.

Interest earned on investments held in Trust Account

Professional fees and other expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the business combination period.

The CODM also reviews professional fees and other expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Professional fees and other expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

Subsequent Events

The registration statement for the Company’s Initial Public Offering (“IPO”) was declared effective on May 1, 2025.

On May 5, 2025, the Company consummated the IPO of 35,880,000 units (the “Units”), including the exercise in full by the underwriter of an option to purchase up to 4,680,000 Units at the offering price to cover over-allotments.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 358,800,000 .

The Private Placement Shares are identical to the Class A Ordinary Shares included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement for its IPO.

No underwriting discounts or commissions were paid with respect to such sale.

The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Company did not identify any other subsequent events that would have required adjustment to or disclosure in the financial statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited, interim, condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited, interim, condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements