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Gores Holdings XI (NASDAQ: GHXIU) closes $358.8M SPAC IPO and funds trust

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8-K

Rhea-AI Filing Summary

Gores Holdings XI, Inc., a Cayman Islands-based blank check company, completed its initial public offering of 35,880,000 units at $10.00 per unit, including the full over-allotment, for gross proceeds of $358,800,000. Each unit includes one Class A ordinary share and one-fourth of a warrant exercisable at $11.50 per share.

The company also sold 225,000 Private Placement Shares to its sponsor at $10.00 per share, raising about $2,250,000. A total of $358,800,000, including $10,764,000 of deferred underwriting discount, was deposited into a U.S.-based trust account, generally to remain there until a business combination or specified shareholder redemptions.

New independent directors were appointed to the board and its audit and compensation committees, the amended and restated memorandum and articles of association became effective, and indemnity and related governance agreements were executed in connection with the IPO.

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Insights

SPAC raises $358.8M and fully funds trust to pursue a deal.

Gores Holdings XI, Inc. completed a SPAC IPO of 35,880,000 units at $10.00 each, including the full 4,680,000-unit over-allotment, for gross proceeds of $358,800,000. Each unit bundles common equity with a quarter-warrant exercisable at $11.50 per share.

The company added $2,250,000 from a sponsor private placement of 225,000 Class A shares. The filing states that $358,800,000, including $10,764,000 of deferred underwriting discount, is held in a U.S.-based trust, with only limited interest (generally up to $600,000 per year, or $150,000 in a specified three‑month period) and tax amounts available for working capital.

The trust structure and a 24‑month “Completion Window” to complete an initial business combination align with standard SPAC terms. Future company updates will need to describe any proposed business combination and related shareholder redemption dynamics within this framework.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO units sold 35,880,000 units Initial public offering including full over-allotment
IPO price per unit $10.00 per unit Offering price for each SPAC unit
IPO gross proceeds $358,800,000 Gross proceeds from IPO before expenses
Private Placement Shares 225,000 shares Class A shares sold to sponsor at IPO closing
Private placement proceeds $2,250,000 Proceeds from sale of Private Placement Shares
Trust account funding $358,800,000 Proceeds from IPO and private placement placed in trust
Deferred underwriting discount $10,764,000 Portion of IPO proceeds in trust as deferred discount
Annual interest withdrawal cap $600,000 per year Maximum interest released from trust for working capital
blank check company financial
"a blank check company sponsored by an affiliate of The Gores Group"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
over-allotment option financial
"includes 4,680,000 units issued pursuant to the full exercise by the underwriter of its over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
trust account financial
"was placed in a U.S.-based trust account maintained by Equiniti Trust Company, LLC"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Completion Window financial
"within 24 months from the closing of the IPO (the “Completion Window”)"
Private Placement Shares financial
"the private sale of an aggregate of 225,000 Class A Ordinary Shares (the “Private Placement Shares”)"
Registration Rights Agreement financial
"Registration Rights Agreement, dated June 22, 2026 among the Company, the Sponsor and certain other security holders"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
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FAQ

What did Gores Holdings XI (GHXIU) raise in its IPO?
Gores Holdings XI raised gross proceeds of $358.8 million by selling 35,880,000 units at $10.00 per unit, including the full exercise of the underwriter’s 4,680,000-unit over-allotment option, according to the company’s disclosure.

What is included in each Gores Holdings XI (GHXIU) unit?
Each unit includes one Class A ordinary share and one-fourth of one warrant. Each whole warrant allows the holder to buy one Class A ordinary share at $11.50 per share, providing potential additional equity funding if exercised in the future.

How much money did Gores Holdings XI deposit into its SPAC trust account?
Gores Holdings XI placed $358,800,000 of proceeds from the IPO and private placement into a U.S.-based trust account, including $10,764,000 of deferred underwriting discount. These funds generally remain in trust until a business combination or specified shareholder redemptions occur.

What private placement did the Gores Holdings XI sponsor complete?
At the IPO closing, the sponsor bought 225,000 Class A Ordinary Shares in a private placement at $10.00 per share, generating about $2,250,000 of additional proceeds. These Private Placement Shares are similar to the IPO Class A shares, subject to terms described in the registration statement.

What is the Completion Window for Gores Holdings XI’s business combination?
The company discloses a 24‑month Completion Window from the IPO closing to complete an initial business combination. If it does not close a deal within this timeframe, its public shares are subject to redemption, consistent with typical SPAC structures.

How much interest can Gores Holdings XI withdraw from the trust for working capital?
The company may withdraw up to $600,000 per year of interest (plus unused rollovers) from the trust for working capital, with a lower $150,000 cap during a specific three‑month period if a definitive business combination agreement has been executed within 24 months.
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 22, 2026

 

 

GORES HOLDINGS XI, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-43364   98-1872182
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

6260 Lookout Road

Boulder, CO 80301

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (303) 531-3100

 

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Units, each consisting of one Class A ordinary share and one-fourth of one warrant   GHXIU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   GHXI   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   GHXIW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01. Entry into a Material Definitive Agreement.

On June 22, 2026, the Registration Statement on Form S-1 (File No. 333-296462) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Gores Holdings XI, Inc. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On June 24, 2026, 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. 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.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement:

 

  •  

An Underwriting Agreement, dated June 22, 2026, by and between the Company and Santander US Capital Markets LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

  •  

A Warrant Agreement, dated June 22, 2026, by and between the Company and Equiniti Trust Company, LLC, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

 

  •  

An Investment Management Trust Agreement, dated June 22, 2026, by and between the Company and Equiniti Trust Company, LLC, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

  •  

A Registration Rights Agreement, dated June 22, 2026, among the Company, Gores Sponsor XI LLC (the “Sponsor”) and certain other securities holders named therein, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

  •  

A Private Placement Shares Purchase Agreement, dated June 22, 2026 (the “Private Placement Shares Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

 

  •  

Letter Agreements, dated June 22, 2026, between the Company, each of its officers and directors, and the Sponsor, a form of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

 

  •  

An Administrative Services Agreement, dated June 22, 2026, by and between the Company and The Gores Group, LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

 

  •  

Indemnity Agreements, dated June 22, 2026, by and among the Company and each of its officers and directors, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

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. 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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2026, in connection with the IPO, Randall Bort, Keith Covington and Elizabeth Marcellino (collectively, the “New Directors”) were appointed to the board of directors of the Company (the “Board”). Effective June 22, 2026, each of the New Directors was appointed to the Board’s Audit Committee, with Mr. Bort serving as chair of the Audit Committee. Each of the New Directors was appointed to the Board’s Compensation Committee, with Ms. Marcellino serving as chair of the Compensation Committee.

 

2

On June 22, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement in the form filed as Exhibit 10.4 hereto.

On June 22, 2026, the Company entered into indemnity agreements with each of the directors and officers of the Company that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

On June 22, 2026, the Sponsor transferred 25,000 Class B ordinary shares of the Company, par value $0.0001 per share, to each of the New Directors at their original purchase price. The Company will reimburse its directors for reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 5.03. Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.

On June 22, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on June 22, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $358,800,000 of the proceeds from the IPO and the sale of the Private Placement Shares (which amount includes $10,764,000 of the underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Equiniti Trust Company, LLC, acting as trustee. Except with respect to up to $600,000 per year (plus the rollover of unused amounts from prior years) of interest earned on the funds held in the trust account that may be released to the Company to fund working capital requirements (provided that, only $150,000, plus the rollover of unused amounts from prior years, of interest earned on the funds held in the trust account may be released to the Company during the three month period that will begin 24 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 (the “Completion Window”)), plus additional amounts of interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations (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 which shall not be subject to the $600,000 annual limitation (or $150,000 limitation) described above), and up to $100,000 of dissolution expenses, if any, the proceeds from the IPO and the sale of the Private Placement Shares will not be released from the trust account until the earliest to occur of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s 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 Company’s public shares if the Company does not complete its initial business combination within the Completion Window, or such earlier liquidation date as the Company’s board of directors may approve, or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of all of the Company’s public shares if the Company is unable to complete its business combination within the Completion Window, or such earlier liquidation date as the Company’s board of directors may approve, subject to applicable law.

On June 22, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On June 24, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

3

The following exhibits are being filed herewith:

 

Exhibit No.

   

Description

  1.1    Underwriting Agreement, dated June 22, 2026, by and between the Company and Santander US Capital Markets LLC.
  3.1    Amended and Restated Memorandum and Articles of Association of the Company.
  4.1    Warrant Agreement, dated June 22, 2026, by and between the Company and Equiniti Trust Company, LLC, as warrant agent.
 10.1    Investment Management Trust Agreement, dated June 22, 2026, by and between the Company and Equiniti Trust Company, LLC, as trustee.
 10.2    Registration Rights Agreement, dated June 22, 2026 among the Company, the Sponsor and certain other security holders named therein.
 10.3    Private Placement Shares Purchase Agreement, dated June 22, 2026, by and between the Company and the Sponsor.
 10.4    Form of Letter Agreement, dated June 22, 2026, by and between the Company and each of its officers and directors, and the Sponsor.
 10.5    Administrative Services Agreement, dated June 22, 2026, between the Company and The Gores Group, LLC.
 10.6    Form of Indemnity Agreement, dated June 22, 2026, between the Company and each of its officers and directors.
 99.1    Press Release, dated June 22, 2026.
 99.2    Press Release, dated June 24, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

GORES HOLDINGS XI, INC.
By:  

/s/ Andrew McBride

  Name: Andrew McBride
  Title: Chief Financial Officer and Secretary

Dated: June 24, 2026

 

5

Exhibit 99.1

Gores Holdings XI, Inc. Announces Pricing of

$312 Million Initial Public Offering

BOULDER, CO, June 22, 2026 – Gores Holdings XI, Inc. (the “Company”), a blank check company sponsored by an affiliate of The Gores Group and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, today announced the pricing of its initial public offering of 31,200,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Global Market and trade under the ticker symbol “GHXIU” beginning June 23, 2026. Each unit consists of one Class A ordinary share and one-fourth of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the Nasdaq Global Market under the symbols “GHXI” and “GHXIW,” respectively.

Santander is acting as the sole underwriter for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 4,680,000 units at the initial public offering price to cover over-allotments, if any.

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.

A registration statement relating to the securities was declared effective by the Securities and Exchange Commission (“SEC”) on June 22, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

For more information, please contact:

Investor and Media Relations

310-209-3010

info@gores.com

Exhibit 99.2

Gores Holdings XI, Inc. Announces Closing of

$358.8 Million Initial Public Offering and Full Exercise of Over-Allotment Option

BOULDER, CO, June 24, 2026 – Gores Holdings XI, Inc. (the “Company”), a blank check company sponsored by an affiliate of The Gores Group, LLC, a global investment firm founded in 1987 by Alec Gores, and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, today announced the closing of its initial public offering of 35,880,000 units, which includes 4,680,000 units issued pursuant to the full exercise by the underwriter of its over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $358,800,000, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

The Company’s units began trading on the Nasdaq Global Market under the ticker symbol “GHXIU” on June 23, 2026. Each unit consists of one Class A ordinary share and one-fourth of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the Nasdaq Global Market under the ticker symbols “GHXI” and “GHXIW,” respectively.

Santander is acting as the sole underwriter for the offering. The offering was made only by means of a prospectus, copies of which may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.

A registration statement relating to the securities became effective on June 22, 2026, in accordance with Section 8(a) of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

For more information, please contact:

Investor and Media Relations

310-209-3010

info@gores.com

Source: View Original Filing on SEC EDGAR

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