[SCHEDULE 13G] Gores Holdings XI, Inc. Passive Investment Disclosure (>5%)
Gores Holdings XI sponsor group at 20.3% stake
Gores Holdings XI, Inc. (GHXIU) has a significant shareholder group consisting of Gores Sponsor XI LLC, AEG Holdings, LLC, and Alec Gores, which together may be deemed to beneficially own 9,120,000 Class A ordinary shares.
Gores Holdings XI, Inc. (GHXIU) has a significant shareholder group consisting of Gores Sponsor XI LLC, AEG Holdings, LLC, and Alec Gores, which together may be deemed to beneficially own 9,120,000 Class A ordinary shares. This includes 225,000 Class A ordinary shares already held and 8,895,000 Class A ordinary shares that will be acquirable upon conversion of 8,895,000 Class B ordinary shares. The Class B ordinary shares automatically convert into Class A ordinary shares at the time of the company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis subject to adjustment. Based on 36,105,000 Class A ordinary shares outstanding as of July 24, 2026, this position represents approximately 20.3% of the Class A ordinary shares, assuming conversion of all Class B ordinary shares held by Gores Sponsor XI LLC.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership – total:9,120,000 Class A ordinary sharesExisting Class A shares held:225,000 Class A ordinary sharesConvertible Class B shares:8,895,000 Class B ordinary shares+3 more
6 metrics
Beneficial ownership – total9,120,000 Class A ordinary sharesMay be deemed beneficially owned by the reporting persons
Existing Class A shares held225,000 Class A ordinary sharesAlready outstanding and held by the reporting persons
Convertible Class B shares8,895,000 Class B ordinary sharesWill be acquirable as 8,895,000 Class A ordinary shares upon conversion
Ownership percentage20.3%Percentage of Class A ordinary shares assuming conversion of Class B shares
Shares outstanding baseline36,105,000 Class A ordinary sharesIssued and outstanding as of July 24, 2026
Reporting persons’ shared voting power9,120,000.00Shared power to vote the Class A ordinary shares reported
Key Terms
beneficially own, Class B ordinary shares, initial business combination, Schedule 13G, +1 more
5 terms
beneficially ownfinancial
"The Reporting Persons may be deemed to beneficially own 225,000 Class A ordinary shares"
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.
Class B ordinary sharesfinancial
"8,895,000 Class A ordinary shares that will be acquirable upon conversion of 8,895,000 Class B ordinary shares"
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.
initial business combinationfinancial
"Class B ordinary shares will automatically convert into Class A ordinary 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.
Schedule 13Gregulatory
"Ownership information is being reported on a Schedule 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
CUSIP Numberfinancial
"CUSIP Number(s): G40008107"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many GHXIU shares do the reporting persons beneficially own?
The reporting persons may be deemed to beneficially own 9,120,000 Class A ordinary shares of GHXIU. This consists of 225,000 existing Class A shares plus 8,895,000 Class A shares issuable upon conversion of Class B ordinary shares.
What percentage of Gores Holdings XI, Inc. (GHXIU) does the reporting group hold?
The reporting persons may be deemed to hold approximately 20.3% of GHXIU’s Class A ordinary shares. This percentage is based on 36,105,000 Class A shares outstanding as of July 24, 2026, assuming conversion of their Class B shares.
Who are the reporting persons for the GHXIU Schedule 13G filing?
The reporting persons are Gores Sponsor XI LLC, AEG Holdings, LLC (its managing member), and Alec Gores, the managing member of AEG. They report shared voting and dispositive power over the same 9,120,000 Class A ordinary shares position.
How many Class B shares related to GHXIU can convert into Class A shares?
The group holds 8,895,000 Class B ordinary shares that are convertible into 8,895,000 Class A ordinary shares. These Class B shares automatically convert at the time of the initial business combination, or earlier at the holder’s option, on a one-for-one basis.
What is the share count baseline used in this GHXIU ownership calculation?
The ownership calculation uses 36,105,000 Class A ordinary shares issued and outstanding as of July 24, 2026. This figure comes from Gores Holdings XI, Inc.’s Form 10-Q for the quarter ended June 30, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Gores Holdings XI, Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G40008107
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G40008107
1
Names of Reporting Persons
Gores Sponsor XI LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,120,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,120,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,120,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: In reference to Rows 6, 8, and 9 above, amounts consist of 225,000 Class A ordinary shares, par value $0.0001 per share ("Class A ordinary shares"), of Gores Holdings XI, Inc. (the "Issuer") and 8,895,000 Class A ordinary shares that will be acquirable upon conversion of 8,895,000 Class B ordinary shares, par value $0.0001 per share ("Class B ordinary shares") of the Issuer. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-296462).
In reference to Row 11 above, the percentage of ownership is based on 36,105,000 Class A ordinary shares issued and outstanding as of July 24, 2026, as reported on the Issuer's Form 10-Q for the quarter ended June 30, 2026, filed with the Securities and Exchange Commission (the "SEC") on July 24, 2026 and assuming the conversion of all the Class B ordinary shares held by Gores Sponsor XI LLC.
SCHEDULE 13G
CUSIP Number(s):
G40008107
1
Names of Reporting Persons
AEG Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,120,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,120,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,120,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: In reference to Rows 6, 8, and 9 above, amounts consist of 225,000 Class A ordinary shares and 8,895,000 Class A ordinary shares that will be acquirable upon conversion of 8,895,000 Class B ordinary shares. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-296462).
In reference to Row 11 above, the percentage of ownership is based on 36,105,000 Class A ordinary shares issued and outstanding as of July 24, 2026, as reported on the Issuer's Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on July 24, 2026 and assuming the conversion of all the Class B ordinary shares held by Gores Sponsor XI LLC.
SCHEDULE 13G
CUSIP Number(s):
G40008107
1
Names of Reporting Persons
Alec Gores
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,120,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,120,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,120,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: In reference to Rows 6, 8, and 9 above, amounts consist of 225,000 Class A ordinary shares and 8,895,000 Class A ordinary shares that will be acquirable upon conversion of 8,895,000 Class B ordinary shares. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-296462).
In reference to Row 11 above, the percentage of ownership is based on 36,105,000 Class A ordinary shares issued and outstanding as of July 24, 2026, as reported on the Issuer's Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on July 24, 2026 and assuming the conversion of all the Class B ordinary shares held by Gores Sponsor XI LLC.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Gores Holdings XI, Inc.
(b)
Address of issuer's principal executive offices:
6260 Lookout Road, Boulder, Colorado 80301
Item 2.
(a)
Name of person filing:
Gores Sponsor XI LLC (the "Sponsor"), AEG Holdings, LLC, the managing member of the Sponsor ("AEG"), and Alec Gores, the managing member of AEG (collectively, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
6260 Lookout Road, Boulder, Colorado 80301
(c)
Citizenship:
Sponsor (Cayman Islands), AEG (Delaware) and Mr. Gores (U.S. citizen)
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G40008107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The Reporting Persons may be deemed to beneficially own 225,000 Class A ordinary shares and 8,895,000 Class A ordinary shares that will be acquirable upon conversion of 8,895,000 Class B ordinary shares. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-296462).
The Reporting Persons may be deemed to beneficially own approximately 20.3% of the Class A ordinary shares, based on 36,105,000 Class A ordinary shares issued and outstanding as of July 24, 2026, as reported on the Issuer's Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on July 24, 2026 and assuming the conversion of all the Class B ordinary shares held by Gores Sponsor XI LLC.
(b)
Percent of class:
The information Item 4(a) of this Schedule 13G is hereby incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information set forth in Item 4(a) of this Schedule 13G is hereby incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information set forth in Item 4(a) of this Schedule 13G is hereby incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information set forth in Item 4(a) of this Schedule 13G is hereby incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information set forth in Item 4(a) of this Schedule 13G is hereby incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances, members of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A ordinary shares owned by such Reporting Persons.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Gores Sponsor XI LLC
Signature:
by AEG Holdings, LLC, its Managing Member, /s/ Alec Gores
Name/Title:
Alec Gores/Manager
Date:
08/18/2026
AEG Holdings, LLC
Signature:
/s/ Alec Gores
Name/Title:
Alec Gores/Manager
Date:
08/18/2026
Alec Gores
Signature:
/s/ Alec Gores
Name/Title:
Alec Gores
Date:
08/18/2026
Exhibit Information
Exhibit A - Joint Filing Agreement, dated as of August 18, 2026, by and among the Reporting Persons.