Gores Holdings XII, Inc. Filed Primary

What the company does

Gores Holdings XII, Inc. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company has not selected any business combination target and has not initiated any substantive discussions with any business combination target. It may pursue an initial business combination target in any business or industry.

Use of proceeds

Of the proceeds from the offering and the sale of the private placement shares, $312.0 million (or $358.8 million if the underwriter's over-allotment option is exercised in full), at $10.00 per unit, will be deposited into a U.S.-based trust account with Equiniti Trust Company, LLC acting as trustee. An additional $2.0 million will be available to pay fees and expenses in connection with the closing of the offering and for working capital following the closing. The proceeds held in the trust account will not be released (subject to limited permitted withdrawals) until the earliest of completion of the initial business combination, redemption of public shares in connection with certain amendments, or redemption of all public shares if a business combination is not completed within 24 months (or 27 months under specified circumstances).

Underwriters

Extracted from S-1 0001193125-26-342392, filed Aug 10, 2026 and verified against that filing text.

Key risk factors

• Public shareholders may not have a vote on the proposed business combination

  “Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, and even if we hold a vote, holders of our founder shares and private placement shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.”

• Initial shareholders will vote in favor of the business combination regardless of public vote

  “If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.”