Gores Holdings XI (GHXIU) director reports 25,000 convertible Class B shares

Rhea-AI Filing Summary

Gores Holdings XI, Inc. reported the initial holdings of director Elizabeth Marcellino on a Form 3. She owns 25,000 Class B ordinary shares, each with a par value of $0.0001 per share. These Class B shares are convertible into Class A ordinary shares on a one-for-one basis at any time at her option.

The Class B shares have no expiration date and will also automatically convert into Class A shares on a one-for-one basis at the time of the company’s initial business combination, subject to adjustment as described in its registration statement on Form S-1.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Marcellino Elizabeth

Role Director

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 — 25,000 shares (Direct)

Footnotes (1)

1. F1. The Reporting Person owns 25,000 Class B ordinary shares, par value $0.0001 per share (the "Class B Shares"), of the Issuer. 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).

Key Figures

Class B shares held: 25,000 shares Underlying Class A shares: 25,000 shares Par value per share: $0.0001 per share +1 more

4 metrics

Class B shares held 25,000 shares Director’s Class B ordinary shares reported on Form 3

Underlying Class A shares 25,000 shares One-for-one conversion from Class B to Class A

Par value per share $0.0001 per share Par value of both Class B and Class A ordinary shares

Exercise price $0.0000 Conversion price for Class B into Class A shares

Key Terms

Class B ordinary shares, Class A ordinary shares, initial business combination, registration statement on Form S-1, +1 more

5 terms

Class B ordinary shares financial

"The Reporting Person owns 25,000 Class B ordinary shares, par value $0.0001 per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"are convertible into Class A ordinary shares, par value $0.0001 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

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.

registration statement on Form S-1 regulatory

"as described under the heading "Description of Securities-Founder Shares and Private Placement Shares" in the Issuer's registration statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

Founder Shares and Private Placement Shares financial

"as described under the heading "Description of Securities-Founder Shares and Private Placement Shares""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What does Gores Holdings XI (GHXIU) disclose on this Form 3?

The Form 3 discloses director Elizabeth Marcellino’s initial ownership of 25,000 Class B ordinary shares. It establishes her starting equity position and explains that these Class B shares are convertible into Class A ordinary shares on a one-for-one basis under defined terms.

How many shares does Elizabeth Marcellino hold in Gores Holdings XI (GHXIU)?

Elizabeth Marcellino holds 25,000 Class B ordinary shares of Gores Holdings XI, Inc. The filing notes that each Class B share can convert into one Class A ordinary share, so her position corresponds to 25,000 underlying Class A shares, subject to adjustment provisions.

Are the Class B shares in Gores Holdings XI (GHXIU) convertible into Class A shares?

Yes, the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis. Conversion can occur at any time at the holder’s option and will also occur automatically at the time of the company’s initial business combination, subject to adjustment terms.

Do the Class B shares held by Elizabeth Marcellino in GHXIU have an expiration date?

The Class B ordinary shares held by Elizabeth Marcellino have no expiration date. They remain outstanding until converted and will automatically convert into Class A ordinary shares at the time of the company’s initial business combination, in line with the conversion provisions described.

When will the Class B shares of Gores Holdings XI (GHXIU) automatically convert?

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of Gores Holdings XI, Inc.’s initial business combination. The conversion ratio is one-for-one, and the filing notes that this is subject to adjustment as described in the company’s Form S-1.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Marcellino Elizabeth

(Last) (First) (Middle)

C/O GORES HOLDINGS XI, INC.

6260 LOOKOUT ROAD

(Street)

BOULDER COLORADO 80301

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2026

3. Issuer Name and Ticker or Trading Symbol
Gores Holdings XI, Inc. [ GHXI ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share	(1)	(1)	Class A Ordinary Shares, par value $0.0001 per share	25,000	(1)	D

Explanation of Responses:

1. The Reporting Person owns 25,000 Class B ordinary shares, par value $0.0001 per share (the "Class B Shares"), of the Issuer. 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).

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Andrew McBride, Attorney-in-Fact	06/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)