Adage Capital reports 2.8M-share position in Gores Holdings XI (GHXIU) units

Rhea-AI Filing Summary

Adage Capital Management, L.P. and related parties report a significant passive stake in Gores Holdings XI, Inc. The group, including Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross, reports beneficial ownership of 2,808,000 Class A Ordinary Shares of Gores Holdings XI, Inc.

This represents 7.78% of the company’s 36,105,000 Class A Ordinary Shares outstanding after completion of the offering and full exercise of the underwriters’ over-allotment option. Voting and dispositive power over these shares is reported on a shared basis, with no sole voting or dispositive power indicated for any reporting person.

Key Figures

Shares beneficially owned: 2,808,000 Class A Ordinary Shares Ownership percentage: 7.78% Shares outstanding: 36,105,000 Class A Ordinary Shares +3 more

6 metrics

Shares beneficially owned 2,808,000 Class A Ordinary Shares Beneficial ownership reported by the Adage reporting persons

Ownership percentage 7.78% Percentage of Class A Ordinary Shares of Gores Holdings XI, Inc.

Shares outstanding 36,105,000 Class A Ordinary Shares Outstanding after offering and full exercise of over-allotment option

Shared voting power 2,808,000 Shares over which reporting persons have shared voting power

Shared dispositive power 2,808,000 Shares over which reporting persons have shared dispositive power

CUSIP for units G40008123 CUSIP for units including the Class A Ordinary Shares

Key Terms

beneficial ownership, shared voting power, shared dispositive power, over-allotment option, +1 more

5 terms

beneficial ownership financial

"as to beneficial ownership of the securities reported herein"

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.

shared voting power financial

"Shared Voting Power 2,808,000.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 2,808,000.00"

over-allotment option financial

"after giving effect to the completion of the offering and the full exercise of the underwriters' over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Schedule 13G regulatory

"Ownership of more than 5 Percent on Behalf of Another Person."

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.

FAQ

What percentage of Gores Holdings XI, Inc. (GHXIU) does Adage Capital own?

Adage Capital and related reporting persons report beneficial ownership of 7.78% of Gores Holdings XI, Inc.’s Class A Ordinary Shares, based on 36,105,000 shares outstanding after the offering and full exercise of the underwriters’ over-allotment option.

How many Gores Holdings XI, Inc. (GHXIU) shares are beneficially owned by Adage Capital?

The reporting persons beneficially own 2,808,000 Class A Ordinary Shares of Gores Holdings XI, Inc. This ownership is held through Adage Capital Partners, L.P., with investment and management roles described for Adage Capital Management, L.P. and its principals.

What is the total number of Gores Holdings XI, Inc. (GHXIU) Class A shares outstanding?

The reported ownership percentage is calculated using 36,105,000 Class A Ordinary Shares outstanding. This figure reflects shares outstanding after completion of the offering and the full exercise of the underwriters’ over-allotment option, as described in the company’s prospectus and current report.

Who are the reporting persons in the Gores Holdings XI, Inc. (GHXIU) Schedule 13G?

The reporting persons are Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross. Adage Capital Management acts as investment manager to Adage Capital Partners, L.P., which directly holds the shares, with Atchinson and Gross in managing member roles.

Do the Adage reporting persons have sole or shared voting power over GHXIU shares?

The reporting persons disclose 0 shares with sole voting or dispositive power and 2,808,000 shares with shared voting and shared dispositive power. This means decisions regarding voting and disposition are shared among the reporting persons as described.

What is the CUSIP associated with Gores Holdings XI, Inc. (GHXIU) in this Schedule 13G?

The Class A Ordinary Shares themselves have no separate CUSIP, but the CUSIP for the units that include these Class A Ordinary Shares is G40008123, as specified in the ownership disclosure section.

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Available on EDGAR 08/12/2026 - 12:02 PM Accepted by SEC EDGAR 08/12/2026 - 12:02 PM Learn about SEC filing dates

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)

G40008123

(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): G40008123

1

Names of Reporting Persons

Adage Capital Management, L.P.

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 2,808,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,808,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,808,000.00

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)

7.78 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): G40008123

1

Names of Reporting Persons

Robert Atchinson

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 2,808,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,808,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,808,000.00

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)

7.78 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): G40008123

1

Names of Reporting Persons

Phillip Gross

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 2,808,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,808,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,808,000.00

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)

7.78 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Gores Holdings XI, Inc.
(b)	Address of issuer's principal executive offices: 6260 Lookout Road, Boulder, CO 80301
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Gores Holdings XI, Inc., a Cayman Islands exempted company (the "Company") directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP, and (2) managing member of Adage Capital Partners, L.L.C., a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP, and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the units which include the Class A Ordinary Shares is G40008123.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)	Citizenship: ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP Number(s): G40008123
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 information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 36,105,000 Class A Ordinary Shares outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 23, 2026 and in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2026, after giving effect to the completion of the offering and the full exercise of the underwriters' over-allotment option, all as described therein.
(b)	Percent of class: 7.78%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein 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. See Item 2(a).
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:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Adage Capital Management, L.P.

Signature:	/s/ Robert Atchinson
Name/Title:	By: Adage Capital Partners, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member
Date:	08/12/2026

Robert Atchinson

Signature:	/s/ Robert Atchinson
Name/Title:	Robert Atchinson, individually
Date:	08/12/2026

Phillip Gross

Signature:	/s/ Phillip Gross
Name/Title:	Phillip Gross, individually
Date:	08/12/2026

Exhibit Information

Exhibit 99.1: Joint Filing Agreement