Gores Holdings XI director reports 25K Class B stake

Gores Holdings XI, Inc. director Keith Covington filed an initial ownership report showing he holds 25,000 Class B ordinary shares.

Rhea-AI Filing Summary

Gores Holdings XI, Inc. director Keith Covington filed an initial ownership report showing he holds 25,000 Class B ordinary shares. These Class B shares are convertible into 25,000 Class A ordinary shares at any time at his option on a one-for-one basis.

The Class B shares will also automatically convert into Class A shares on the company’s initial business combination, again on a one-for-one basis, with potential adjustments described in the company’s Form S-1 registration statement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider COVINGTON KEITH

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 contracts (Direct)

Footnotes (1)

1. F1. The reporting person owns 25,000 Class B ordinary shares, par value $0.0001 per share ("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 owned: 25,000 shares Underlying Class A shares: 25,000 shares Exercise/Conversion price: $0.0000 per share

3 metrics

Class B shares owned 25,000 shares 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

Exercise/Conversion price $0.0000 per share Stated conversion/exercise price for Class B into Class A

Key Terms

Class B ordinary shares, convertible, initial business combination, 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.

convertible financial

"Such Class B Shares have no expiration date and (i) are convertible into Class A ordinary shares"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

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.

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 Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

founder shares financial

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

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Keith Covington report owning in Gores Holdings XI (GHXIU)?

Keith Covington reports owning 25,000 Class B ordinary shares of Gores Holdings XI. These Class B shares are a separate class that can convert into Class A ordinary shares on a one-for-one basis, giving him equivalent economic exposure to 25,000 Class A shares.

Are Keith Covington’s Class B shares in GHXIU convertible into Class A shares?

Yes, Covington’s 25,000 Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis. He can convert them at any time at his option, and they will also automatically convert at the time of the company’s initial business combination.

Do the Class B ordinary shares in Gores Holdings XI have an expiration date?

The Class B ordinary shares reported by Keith Covington have no expiration date. They remain outstanding until converted and will automatically convert into Class A ordinary shares at the time of Gores Holdings XI’s initial business combination, subject to adjustments described in the company’s Form S-1 registration statement.

When will Keith Covington’s Class B shares in GHXIU automatically convert?

The 25,000 Class B shares will automatically convert into Class A ordinary shares at the time of Gores Holdings XI’s initial business combination. The conversion ratio is one-for-one, with potential adjustments described under the founder share provisions in the company’s Form S-1 registration statement.

What is the conversion ratio for Gores Holdings XI Class B to Class A shares?

Each Class B ordinary share of Gores Holdings XI converts into one Class A ordinary share. Keith Covington’s 25,000 Class B shares are therefore linked to 25,000 underlying Class A shares, with the one-for-one conversion subject to adjustment as detailed in the Form S-1 description of founder shares.

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

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Accepted by SEC EDGAR 06/22/2026 - 08:11 PM Learn about SEC filing dates

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^*

COVINGTON KEITH

(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 ("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)