Gores Holdings XI (GHXIU) sponsor reports 8.9M Class B founder shares
Rhea-AI Filing Summary
Gores Sponsor XI, LLC reported its initial ownership of 8,895,000 Class B ordinary shares of Gores Holdings XI, Inc. on this Form 3. Of these, 1,170,000 Class B shares may be forfeited if the underwriter of the company’s initial public offering does not fully exercise its over‑allotment option.
The Class B shares are convertible into Class A ordinary shares on a one‑for‑one basis at any time at the holder’s option and will automatically convert on completion of the company’s initial business combination, subject to adjustment as described in the company’s registration statement. AEG Holdings, LLC and Alec Gores are related managing members, and each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Gores Sponsor XI, LLC, AEG Holdings, LLC, Gores Alec E
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class B Ordinary Shares, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
Class B Ordinary Shares, par value $0.0001 per share — 8,895,000 shares (Direct)
Footnotes (4)
- F1. Gores Sponsor XI LLC (the "Sponsor") directly owns 8,895,000 Class B ordinary shares, par value $0.0001 per share (the "Class B Shares"), of the Issuer, including 1,170,000 Class B Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to them to cover over-allotments. Such Class B Shares have no expiration date and (i) are convertible into Class A ordinary shares, par value $0.0001 per share ("Class A Shares"), of the Issuer 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).
- F2. The 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.
- F3. Because 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.
- F4. Pursuant 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.
Key Figures
Class B shares held: 8,895,000 shares
Shares subject to forfeiture: 1,170,000 shares
Conversion ratio: 1:1
+2 more
5 metrics
Class B shares held
8,895,000 shares
Class B ordinary shares directly owned by Gores Sponsor XI LLC
Shares subject to forfeiture
1,170,000 shares
Class B shares forfeitable if over-allotment option not fully exercised
Conversion ratio
1:1
Each Class B share convertible into one Class A ordinary share
Underlying Class A shares
8,895,000 shares
Class A ordinary shares underlying the Class B holdings
Exercise price
$0.0000 per share
Stated exercise/conversion price for Class B to Class A
Key Terms
Class B ordinary shares, Class A ordinary shares, initial business combination, over-allotments, +2 more
6 terms
initial business combination financial
"will automatically convert into Class A Shares at the time of the Issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
over-allotments financial
"subject to forfeiture if the underwriter ... does not exercise in full an option granted to them to cover over-allotments"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
pecuniary interests financial
"may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests"
beneficial ownership financial
"disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider holdings does Gores Sponsor XI report in GHXIU on this Form 3?
Gores Sponsor XI, LLC reports holding 8,895,000 Class B ordinary shares of Gores Holdings XI, Inc. These founder shares give significant equity exposure and are fully convertible into Class A ordinary shares on a one-for-one basis, linking sponsor incentives to the company’s eventual performance.
What role do AEG Holdings and Alec Gores have in Gores Holdings XI (GHXIU)?
AEG Holdings, LLC is the managing member of Gores Sponsor XI, and Alec Gores is the managing member of AEG and a director of the issuer. Because of these relationships, all are reporting persons with potential beneficial ownership aligned through their pecuniary interests.