Gores Holdings X, Inc. / CI

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2026. In connection with this evaluation, management considered the errors identified in the calculation of net income (loss) per ordinary share for the three and nine months ended September 30, 2025, as previously reported in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, and as described in Note 2, "Correction of an Error," to our unaudited condensed financial statements included in this Quarterly Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level due to a deficiency in the operation of our review control over the calculation of net income/(loss) per ordinary share. Management has concluded that this deficiency does constitute a material weakness in our internal control over financial reporting.

In light of this deficiency, management performed additional analysis and procedures to ensure that the unaudited condensed financial statements included in this Quarterly Report were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Quarterly Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

Notwithstanding the existence of this material weakness, management has concluded that there were no material changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Remediation

The errors described in Note 2 resulted from mechanical errors in the calculation of net income/(loss) per ordinary share. These were the use of year-to-date rather than quarter-to-date accretion of Class A ordinary shares subject to possible redemption in allocating income among the classes of ordinary shares, and an error in the computation of diluted weighted-average Class B ordinary shares. Subsequent to September 30, 2026, management enhanced its review of the net income/(loss) per ordinary share calculation to address these errors. The enhanced review includes (i) a reconciliation of the numerator to reported net income and to the accretion recorded in the statement of changes in shareholders' deficit for the applicable period; (ii) a review of the diluted weighted-average share computation for each class of ordinary shares; and (iii) documented review and approval by the Chief Financial Officer. Management applied the enhanced review procedures to the calculation of net income/(loss) per ordinary share included in this Quarterly Report.

Management believes these measures will remediate the deficiency. However, the deficiency will not be considered remediated until the enhanced control has operated for a sufficient period of time and management has concluded, through testing, that the control is operating effectively. Management expects to complete this evaluation in connection with the preparation of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2026. Management will continue to monitor the effectiveness of these procedures and may take additional measures as appropriate.