SEC Form 4 · accession 0001193125-26-281488
Gores Holdings XI, Inc. · GHXI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Alec E Gores
Director · 10% Owner
AEG Holdings, LLC
Director · 10% Owner
Gores Sponsor XI, LLC
Director · 10% Owner
Period of report
Jun 22, 2026
Accepted (ET)
Jun 24, 2026 · 7:48 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002086438
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary Shares, par value $0.0001 per shareF1,F2,F3,F4 | Jun 22, 2026 | A | 225,000 | $10.00 | A | 225,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Ordinary Shares, par value $0.0001 per shareF5,F3,F4,F6 | — | Jun 22, 2026 | S | 75,000 | D | — | — | Class A Ordinary Shares, par value $0.0001 per share | 75,000 | 8,895,000 | D |
Explanation of responses
- F1Simultaneously with the consummation of the initial public offering of the Issuer, Gores Sponsor XI LLC (the "Sponsor") acquired from the Issuer, at a price of $10.00 per share, 225,000 Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Shares") in a private placement for an aggregate purchase price of $2,250,000.
- F2The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores (together with the Sponsor and AEG, the "Reporting Persons") is the managing member of AEG and a director of the Issuer.
- F3Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F4Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
- F5Prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities and Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, the Sponsor transferred an aggregate 75,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer ("Class B Shares") to the Issuer's independent directors. These transactions are reported herein pursuant to Rule 16a-2(a).
- F6The Class B Shares have no expiration date and (i) are convertible into Class A Shares at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares and Private Placement Shares" in the Issuer's registration statement on Form S-1 (File No. 333-296462).
Remarks
Exhibit 99.1 Joint Filer Information