Sponsor tied to Gores Holdings XI (GHXIU) reports Class A grant and Class B transfer
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Gores Sponsor XI, LLC and related parties reported two insider equity movements at Gores Holdings XI, Inc. The sponsor acquired 225,000 Class A ordinary shares at $10.00 per share in a private placement completed simultaneously with the company’s initial public offering, for an aggregate $2,250,000 purchase.
The sponsor also previously transferred 75,000 Class B ordinary shares to the issuer’s independent directors, leaving 8,895,000 Class B shares directly held after this disposition. The Class B shares are convertible into Class A shares on a one-for-one basis. Alec Gores and AEG Holdings, LLC are associated with the sponsor and each reports beneficial ownership only to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 75,000 shares ($225)
Net Sell
2 txns
Insider
Gores Sponsor XI, LLC, AEG Holdings, LLC, Gores Alec E
Role
null | null | null
Sold
75,000 shs ($225.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class B Ordinary Shares, par value $0.0001 per share | 75,000 | $0.003 | $225.00 |
| Grant/Award | Class A Ordinary Shares, par value $0.0001 per share | 225,000 | $10.00 | $2.25M |
Holdings After Transaction:
Class B Ordinary Shares, par value $0.0001 per share — 8,895,000 shares (Direct, null);
Class A Ordinary Shares, par value $0.0001 per share — 225,000 shares (Direct, null)
Footnotes (1)
- Simultaneously with the consummation of the initial public offering of the Issuer, Gores Sponsor XI LLC (the "Sponsor") acquired from the Issuer, at a price of $10.00 per share, 225,000 Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Shares") in a private placement for an aggregate purchase price of $2,250,000. 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. 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. 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. Prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities and Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, the Sponsor transferred an aggregate 75,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer ("Class B Shares") to the Issuer's independent directors. These transactions are reported herein pursuant to Rule 16a-2(a). The Class B Shares have no expiration date and (i) are convertible into Class A Shares 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 A shares acquired: 225,000 shares
Purchase price per Class A share: $10.00 per share
Aggregate Class A purchase price: $2,250,000
+3 more
6 metrics
Class A shares acquired
225,000 shares
Private placement at IPO
Purchase price per Class A share
$10.00 per share
Private placement
Aggregate Class A purchase price
$2,250,000
225,000 shares at $10.00
Class B shares transferred
75,000 shares
Transferred to independent directors
Class B shares held after transfer
8,895,000 shares
Direct holdings following disposition
Underlying Class A for derivative
75,000 shares
Underlying security for Class B disposition
Key Terms
private placement, beneficially own, pecuniary interests, Rule 16a-2(a), +2 more
6 terms
private placement financial
"acquired from the Issuer, at a price of $10.00 per share, 225,000 Class A ordinary shares... in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
beneficially own financial
"the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interests financial
"beneficially own the securities reported herein to the extent of their respective pecuniary interests"
Rule 16a-2(a) regulatory
"These transactions are reported herein pursuant to Rule 16a-2(a)."
convertible financial
"The Class B Shares have no expiration date and (i) are convertible into Class A Shares at any time at the option of the holder"
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.
Section 16 of the Exchange Act regulatory
"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"
FAQ
What insider transactions were reported for Gores Holdings XI (GHXIU)?
The filing reports a grant of 225,000 Class A ordinary shares at $10.00 per share and a transfer of 75,000 Class B shares to independent directors, both attributed to Gores Sponsor XI, LLC and related reporting persons.