GHXI SEC filings, in plain English
Everything Gores Holdings XI has filed with the SEC that we hold — 20 filings, newest first, 18 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: This document is a Schedule 13G — a beneficial ownership report listing Gores Sponsor XI LLC, AEG Holdings, LLC, and Alec Gores as reported holders. No mechanical changes are reported. The filing text contains no updated share counts, acquisition percentages, transaction dates, amendment indicators, or alterations to redemption windows, trust values, extension schedules, business combination progress, or sponsor conduct. Why it matters: Because the excerpt provides no ownership percentages, dollar amounts, or operative language, it bears no weight on investor redemption deadlines, trust value, extensions, or deal progress. The document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Attributed solely to the three named holding vehicles and individual, it functions as a standard SEC compliance filing confirming disclosure obligations without introducing new terms or recalibrating the stated 2028-06-24 deadline. Zero figures appear in the text, so none are computed, rounded, or imported. Materiality is low; confidence is minimal due to the absence of substantive or numerical data.(flagged for human review)
What changed: A Joint Filing Agreement pursuant to Rule 13d-1(k), submitted as Exhibit 99.1 to a Schedule 13G by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. The filing establishes that the named parties will submit future amendments to the Statement of Beneficial Ownership jointly, with each signatory retaining individual responsibility for the accuracy of their own reported information and waiving responsibility for the others absent actual knowledge of inaccuracy. No transaction economics, acquisition percentages, purchase prices, or deal timelines are disclosed. Accordingly, there are zero updates to Gores Holdings XI’s redemption calendar, trust account administration, extension voting schedules, combination target progress, or sponsor governance posture. Why it matters: This submission is strictly administrative, clarifying joint filing liability among the three holders without conveying investment intent, capital deployment signals, or partnership developments. The document makes no assertions regarding customer bases, revenue streams, addressable markets, technology roadmaps, litigation exposure, or executive appointments. Because it offers no quantifiable data or forward-looking commentary, it does not shift redemption threshold calculations, alter per-share trust preservation dynamics, or modify expected deal completion windows. For portfolio monitoring, the record simply confirms compliance coordination rather than strategic advancement.
What changed: Form 8-K Current Report dated August 6, 2026, accompanied by Exhibit 99.1, a routine compliance press release announcing the separate trading commencement of underlying securities. Per the company’s August 6, 2026 press release, holders may elect to separately trade the Class A ordinary shares and warrants included in the units commencing August 13, 2026. Brokers must contact transfer agent Equiniti Trust Company, LLC to process the separation; no fractional warrants will be issued, and only whole warrants will trade. Those units not separated will continue trading on Nasdaq under “GHXIU,” while separated shares and warrants will trade as “GHXI” and “GHXIW.” The filing does not alter the previously established June 24, 2028 liquidation deadline, reports no changes to per-share trust value, announces no business combination or update on deal progress, and notes no shifts in sponsor conduct. Substance reported: The registrant confirms its initial public offering consisted of 35,880,000 units, including 4,680,000 units issued upon the underwriter’s full exercise of its overallotment option. The press release directs inquiries to Santander US Capital Markets LLC (equity-syndicate@santander.us, 833-818-1602) and lists investor/media relations at (310) 209-3010 and info@gores.com. According to the filing, the company was formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, with a stated strategy to identify, acquire, and post-combination build a business in a sector complementing its management team’s operational expertise. The report is executed by Andrew McBride, Chief Financial Officer and Secretary. Why it matters: For investors tracking redemption calendars, trust integrity, and search timelines, this filing confirms standard administrative housekeeping rather than a change in fiduciary obligations. The unit bifurcation procedure standardizes liquidity and warrant pricing ahead of the search phase but leaves the trust arrangement, redemption parameters, and the June 24, 2028 deadline unmodified. The reiterated IPO unit count (35,880,000 total, with 4,680,000 from overallotment) reinforces the capital foundation supporting the ongoing search for a target. Because the document provides no new information on deal negotiations, trust distributions, extension votes, or sponsor behavior, it functions as a procedural notice rather than a catalyst for redemption or hold decisions.
What changed: Quarterly report (Form 10-Q) for Gores Holdings XI, Inc., filed for the period ended June 30, 2026. This is the first 10-Q after the SPAC's IPO on June 24, 2026. It reports the consummation of the IPO (35.88 million units, full over-allotment), private placement of 225,000 Class A shares to sponsor, trust account of $359,007,092 (redemption value $10.00 per share), deferred underwriting and advisory fees, classification of public warrants as a derivative liability ($5,023,200), and initial operating loss of $905,902. No business combination has been announced. Why it matters: The filing establishes the baseline trust value per share ($10.00), confirms the 24-month (to June 24, 2028) and extended 27-month (to September 24, 2028) deadlines, and provides early financial position and sponsor commitments. It is a mandatory post-IPO report that all investors should review for trust mechanics and cash runway.
What changed: A Form 8-K current report filed by the registrant confirming the closing of its initial public offering and the establishment of its trust account. According to the registrant's filing, Gores Holdings XI consummated its IPO on June 24, 2026, issuing 35,880,000 units at $10.00 per unit for gross proceeds of $358,800,000. Simultaneously, the registrant states it completed a private placement of 225,000 class A ordinary shares to Gores Sponsor XI LLC at $10.00 per share, generating approximately $2,250,000. The registrant discloses that $358,800,000—broken down as $358,550,000 from IPO proceeds (including roughly $10,764,000 of deferred underwriter discount) and $250,000 from the private placement—was deposited into a trust account administered by Equiniti Trust Company, LLC. The filing establishes a 24-month completion window for a business combination, extendable to 27 months if a definitive agreement is executed within the first 24 months. On redemption mechanics, the registrant specifies public shareholders are capped at redeeming 15% of shares (or 20% without prior written consent) and confirms the sponsor waives liquidation rights to founder and private placement shares. The filing asserts that underwriters waived their $10,764,000 deferred underwriting commission if a deal fails, and details the sponsor's contractual liability to restore the trust to the lesser of $10.00 per public share or the actual per-share trust balance less applicable taxes. Financially, the registrant records 35,880,000 shares as subject to possible redemption at $358,800,000, classifies 8,970,000 public warrants as a derivative liability measured at $4,305,600, and lists a $10,764,000 advisory fee payable to Santander US Capital Markets LLC alongside the deferred underwriting liability. The company further states that any target combination must possess a fair market value equal to at least 80% of net trust assets (excluding deferred underwriting commissions and taxes), maintains a $20,000 monthly administrative service agreement with a sponsor affiliate, and notes the sponsor holds 20.2% of issued ordinary shares following the offering. Why it matters: This filing activates the search phase and locks the capital stack, timeline, and distribution rules that govern investor exits and sponsor economics. The documented $358,800,000 trust deposit and the sponsor’s explicit guarantee to cover shortfalls below $10.00 per share establish the minimum liquidation floor, signaling strong structural support for public shareholders if the SPAC dissolves. The waiver of both the $10,764,000 deferred underwriting fee and the $10,764,000 advisory fee upon termination clarifies that post-deposit interest retention flows directly to the trust, potentially increasing final redemption prices. The 24-to-27-month deadline and the 80% target valuation threshold create measurable pressure points for deal sourcing, while the warrant liability classification introduces potential earnings volatility via mark-to-accounting if a business combination approaches. Monitoring the sponsor’s 20.2% equity position and the fixed $20,000 monthly administrative draw reveals how sponsor compensation scales with search duration versus deal execution speed.
What changed: SEC Form 4 — Statement of Changes in Beneficial Ownership (insider ownership report). The filing documents that on June 22, 2026, reporting persons Gores Sponsor XI, LLC, AEG Holdings, LLC, and director Gores Alec E were granted 225,000 shares at $10 per share, leaving them with 225,000 shares after the transaction. These parties are identified in the submission as directors and 10% owners. The disclosure contains no amendments to the 2028-06-24 merger deadline, no adjustments to trust accounting or per-share trust value, no extension proposals, no business combination negotiations, and no alterations to sponsor conduct beyond this equity grant. Why it matters: Because Gores Holdings XI remains in SEARCHING status, the recorded grant simply establishes the current insider position without modifying redemption windows, trust mechanics, or deal timelines. The filing attributes the 225,000-share quantity and $10 price directly to the grant/award notation; it contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements. Investors tracking cash runway against the stated deadline or monitoring sponsor alignment mechanisms will find no structural changes or substantive commercial disclosures requiring action.
What changed: 8-K and exhibits filed by Gores Holdings XI, Inc. to report the pricing and closing of its initial public offering and the entry into all related agreements. Gores Holdings XI, Inc. completed its IPO of 35,880,000 units at $10.00 per unit, including full exercise of the 4,680,000-unit over-allotment option, generating $358,800,000 in gross proceeds. Simultaneously, the sponsor purchased 225,000 Class A ordinary shares in a private placement for $2,250,000. All IPO and private placement proceeds, except for permitted working capital withdrawals and tax payments, were deposited into the trust account. The trust per-share amount is $10.00. The deadline to complete a business combination is 24 months from closing (June 24, 2028), extendable to 27 months if a definitive agreement is signed by then. The company also filed its amended charter, warrant agreement, trust agreement, registration rights agreement, private placement purchase agreement, letter agreements, administrative services agreement, indemnity agreements, and appointed three new directors. Why it matters: This filing establishes all the mechanical terms for this SPAC, including trust size ($358.8 million), trust value per share ($10.00), deadline (24 months from June 24, 2026, potentially 27 months), sponsor economics (8,970,000 founder shares purchased for $25,000), and the full set of governance and investor protections. Key terms for shareholders: public shareholders get redemption rights in connection with a business combination, any charter amendment affecting redemption rights, and upon liquidation if no deal is completed. The founder shares convert at 1:1, with potential anti-dilution adjustments in business combination issuances that could reduce conversion ratio to maintain 20% aggregate ownership. Founder shares are locked up for 180 days after business combination and private placement shares for 30 days after business combination, with standard permitted transfer exceptions.
What changed: Final prospectus for the initial public offering of 31,200,000 units of Gores Holdings XI, a blank-check SPAC, filed pursuant to Rule 424(b)(4). No change from the IPO registration statement; this is the final prospectus filed to complete the offering. The trust is funded with an initial $312 million ($10.00 per unit), subject to a 45-day underwriter over-allotment option for up to 4,680,000 additional units. Deadline to complete a business combination is 24 months from closing (or 27 months if a definitive agreement is signed within 24 months). No target has been selected, and no substantive discussions have occurred. Why it matters: Establishes the SPAC's baseline trust value ($10.00/share), redemption mechanics (redemption at trust value at closing of a deal or at liquidation), warrant terms (one-fourth warrant per unit, exercisable at $11.50 30 days post-combination, expires 5 years later), and key sponsor economics (founder shares purchased for $25,000, private-placement shares for $2.25 million). Investors should track trust erosion from redemptions, the sponsor's financial incentive to complete any deal (founder stake is worthless without a combination), and disclosed conflicts of interest with other Gores SPACs (including Gores Holdings X, which is also searching).
What changed: A Form 8-A for registration of certain classes of securities pursuant to Section 12(b) or 2(g) of the Securities Exchange Act of 1934, filed to register Units, Class A ordinary shares, and Warrants for quotation on The Nasdaq Stock Market LLC. According to the filing, the registrant has officially registered its capital structure components for exchange listing. The document specifies that each warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, and that the Class A ordinary shares carry a par value of $0.0001 per share. The original Registration Statement on Form S-1 (File No. 333-296462) was filed with the Commission on June 3, 2026, and this Form 8-A was signed and dated by Chief Executive Officer Mark Stone on June 22, 2026. The filing explicitly notes that no exhibits are required and that the registration applies solely to the newly listed classes; it contains no language altering the redemption mechanics, trust account allocations, or the stated business combination deadline. Why it matters: For investors tracking listing infrastructure and derivative terms, this filing locks in the publicly traded warrant strike of $11.50 and confirms the $0.0001 par value disclosed in the underlying S-1 prospectus. Because the instrument is a standard registration confirmation, it does not trigger trust distribution events, modify shareholder voting rights, or update the sponsor’s search timeline. The sole personnel action noted is the execution by Mark Stone in his capacity as Chief Executive Officer, which attests to active corporate compliance during the pre-combination phase. No customer metrics, revenue projections, technology roadmaps, partnership announcements, or litigation details are included in the text.
What changed: A Form 3 initial statement of beneficial ownership of securities filed with the SEC by director Randy Bort for Gores Holdings XI, Inc. The filing explicitly states that no non-derivative transactions or holdings were reported, indicating no adjustment to the director’s equity position relative to prior disclosures. Why it matters: This routine compliance submission establishes a verified baseline for insider position tracking under federal securities rules. Because the disclosure confirms zero reported adjustments to the director’s holdings, it does not signal strategic accumulation or distribution that would typically inform holder behavior ahead of redemption windows or extension decisions. The attribution of the reported status rests solely on the disclosure language submitted by the reporting person through the SEC system, providing transparent confirmation of current ownership posture without altering the stated search phase, trust parameters, or statutory timeline referenced in the offering.
What changed: SEC Form 3 initial beneficial ownership report listing Director Elizabeth Marcellino as the reporting person. The filing explicitly states “No non-derivative transactions or holdings reported,” confirming no change to the director’s reported equity position. Regarding redemption mechanics, trust value, extensions, deal progress, and sponsor conduct, the document contains no references to these items, nor does it cite any share price, trust balance, or deadline date. Why it matters: For investors tracking redemption windows and sponsor behavior, this establishes a compliant baseline snapshot without altering trust accretion timelines or signaling movement toward a business combination. Because the reporting person disclosed zero activity, it does not indicate capital deployment or exit positioning. In a SEARCHING phase, such zero-activity filings are routine administrative submissions; any substantive shift would require a subsequent Form 4 or 5 showing cumulative purchases or sales, potentially informing market sentiment before an official de-SPAC announcement.
What changed: SEC Form 3 — Initial Statement of Beneficial Ownership by Persons Required to Report Changes in Ownership, functioning as an insider ownership report filed upon assuming an executive role. The filing reports No non-derivative transactions or holdings for Reporting Person Andrew McBride (CFO) as of 2026-06-22. The document contains no data regarding trust value, redemption deadlines, extension provisions, deal progress, or sponsor governance. Why it matters: This is a routine exchange-compliance disclosure triggered by an officer’s appointment. It provides no updates on the company’s remaining operating timeline, nor does it reflect any shift in insider capital commitment ahead of a business combination. Attributed entirely to the filing itself, it contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond confirming McBride’s title. For investors tracking redemption mechanics and sponsor alignment, this filing remains functionally inert until subsequent Form 4 filings disclose actual trades.
What changed: A routine SEC Form 3 insider ownership compliance exhibit filed by Director Keith Covington. The filing states that Keith Covington reported 'No non-derivative transactions or holdings,' recording zero movement in the director's direct equity position. This does not alter redemption mechanics, trust distribution procedures, extension voting timelines, or target acquisition progress. Sponsor and board conduct reflect standard post-listing regulatory compliance without new capital deployment or share accumulation. Why it matters: Investors monitoring pre-deal insider positioning rely on Form 3 filings to establish baseline holdings before target selection or merger agreement execution. This report confirms Covington holds no directly registered common shares as of the submission, providing no early indicator of management conviction ahead of a business combination. The SPAC's operational schedule and capital preservation framework remain undisturbed by this zero-activity submission. All information originates exclusively from the submitted Form 3 documentation.
What changed: Form 3 initial statement of beneficial ownership (a routine SEC compliance exhibit) filed by Chief Executive Officer Mark Stone for Gores Holdings XI, Inc., formally disclosing insider equity positions. According to Stone’s own disclosure, there are no non-derivative transactions or holdings to report. This provides zero update on sponsor equity accumulation, warrant exercises, or secondary market purchases, leaving all redemption calendar dynamics, trust valuation assumptions, extension voting calculus, and deal progress indicators completely static. The tracking parameters for the SPAC remain unaltered by this submission. Why it matters: Beyond establishing this static insider baseline, the filing contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a self-authored regulatory checkpoint, it carries no operational, financial, or strategic claims that would shift trust distribution mechanics, alter arbitrage positioning, or impact the SEARCHING-phase timeline. Investors monitoring redemption deadlines and sponsor conduct should treat this as a mandatory reporting event rather than a material inflection point.
What changed: Form 3 — insider ownership report. The SEC filing identifies three reporting persons—Gores Sponsor XI, LLC, AEG Holdings, LLC, and Gores Alec E—each cataloged as a director and 10% owner of Gores Holdings XI, Inc. The document explicitly states that 'No non-derivative transactions or holdings reported,' confirming that none of the listed insiders executed purchases, sales, or derivative exercises during the reporting period. Why it matters: For investors monitoring redemption triggers, trust preservation, extension voting, target-pipeline development, or sponsor behavior, this submission registers zero alteration to any operational metric. The filing attributes no insider acquisitions, dispositions, or pledge activities, meaning it provides no new signal regarding sponsorship cash-positioning, pre-deal confidence indicators, or early alignment steps that typically accompany merger negotiations or trust-distribution scheduling. The report simply maintains the recorded ownership ledger without shifting redemption mechanics, liquidation clocks, or trust-value distributions.
What changed: Registration statement (S-1) for the initial public offering of Gores Holdings XI, a blank check SPAC. This is the initial filing of the S-1 registration statement, which contains the preliminary prospectus outlining the terms of the IPO, including the offer of 31,200,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-fourth of a warrant. It sets the trust amount at $312 million ($10 per share), the business combination deadline at 24 months from closing (27 months if a definitive agreement is signed within 24 months), redemption rights for public shareholders, sponsor purchase of 225,000 private placement shares at $10 each, founder shares, lock-up agreements, and sponsor indemnification of the trust. No target has been identified and no substantive discussions have occurred. Why it matters: This filing establishes the SPAC's capital structure, trust value, deadline, and sponsor economics. It informs investors of redemption mechanics, extension possibilities, and the sponsor's incentives. The trust is set at $10 per share. The deadline is 24/27 months. The sponsor paid $0.003 per founder share and will buy private placement shares at $10 each, creating significant dilution potential. The filing also discloses conflicts of interest and the sponsor's right to receive monthly payments.
What changed: Draft Registration Statement (Amendment No. 1) on Form S-1 for initial public offering of units; preliminary prospectus subject to completion. This is Amendment No. 1 to the confidential draft registration statement originally submitted on September 18, 2025. The filing updates the prospectus to reflect the offering terms and financial statements as of March 31, 2026 (unaudited) and December 31, 2025 (audited). The offering size remains 31,200,000 units at $10.00 per unit, with over-allotment option of 4,680,000 units. No business combination target has been identified. The trust is $312 million ($10.00 per share). The deadline is 24 months from closing (27 months if definitive agreement within 24 months). Sponsor will purchase 225,000 private placement shares at $10.00 each. Why it matters: This is the initial public offering prospectus for a new SPAC sponsored by Alec Gores. It provides full details on the structure, risks, sponsor economics, and timeline. For investors, it establishes the baseline for redemption rights, trust value, and deadline. The SPAC has not yet identified a target, so the filing is a standard IPO document. Material because it sets the terms for the public offering.
What changed: A draft registration statement on Form S-1 for an initial public offering by a blank check company (SPAC) that has not yet selected a target business. This is the initial filing; there is no previous filing to compare. The document sets forth the proposed terms of a $312 million IPO (31.2 million units at $10.00), a 24-month (extendable to 27-month) deadline to complete a business combination, a trust per-share value of $10.00, and standard sponsor economics (founder shares at ~$0.003, private placement shares at $10.00). The filing states the SPAC is searching for a target and has not initiated substantive discussions with any target. Why it matters: This filing provides the initial contractual framework for investors to evaluate the Gores Holdings XI IPO. Key terms include a trust/share value of $10.00, a deadline of June 2028 (assuming a late 2025 IPO close and a 27-month window with a definitive agreement), no specified maximum redemption threshold, and a 15% cap on redemptions by any one shareholder group if a vote is held. The document also details significant potential conflicts of interest and dilution risks inherent in the SPAC structure.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.