UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 22, 2026
GORES HOLDINGS XI, INC.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-43364 | 98-1872182 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6260 Lookout Road
Boulder, CO 80301
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (303) 531-3100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share and one-fourth of one warrant | GHXIU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | GHXI | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | GHXIW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On June 22, 2026, the Registration Statement on Form S-1 (File No. 333-296462) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Gores Holdings XI, Inc. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On June 24, 2026, the Company consummated the IPO of 35,880,000 units (the “Units”), including the exercise in full by the underwriter of an option to purchase up to 4,680,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $358,800,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement:
| • | An Underwriting Agreement, dated June 22, 2026, by and between the Company and Santander US Capital Markets LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| • | A Warrant Agreement, dated June 22, 2026, by and between the Company and Equiniti Trust Company, LLC, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| • | An Investment Management Trust Agreement, dated June 22, 2026, by and between the Company and Equiniti Trust Company, LLC, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| • | A Registration Rights Agreement, dated June 22, 2026, among the Company, Gores Sponsor XI LLC (the “Sponsor”) and certain other securities holders named therein, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| • | A Private Placement Shares Purchase Agreement, dated June 22, 2026 (the “Private Placement Shares Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| • | Letter Agreements, dated June 22, 2026, between the Company, each of its officers and directors, and the Sponsor, a form of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| • | An Administrative Services Agreement, dated June 22, 2026, by and between the Company and The Gores Group, LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| • | Indemnity Agreements, dated June 22, 2026, by and among the Company and each of its officers and directors, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of an aggregate of 225,000 Class A Ordinary Shares (the “Private Placement Shares”) to the Sponsor at a price of $10.00 per Private Placement Share, generating gross proceeds to the Company of approximately $2,250,000. The Private Placement Shares are identical to the Class A Ordinary Shares included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement for its IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 22, 2026, in connection with the IPO, Randall Bort, Keith Covington and Elizabeth Marcellino (collectively, the “New Directors”) were appointed to the board of directors of the Company (the “Board”). Effective June 22, 2026, each of the New Directors was appointed to the Board’s Audit Committee, with Mr. Bort serving as chair of the Audit Committee. Each of the New Directors was appointed to the Board’s Compensation Committee, with Ms. Marcellino serving as chair of the Compensation Committee.
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On June 22, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement in the form filed as Exhibit 10.4 hereto.
On June 22, 2026, the Company entered into indemnity agreements with each of the directors and officers of the Company that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.
On June 22, 2026, the Sponsor transferred 25,000 Class B ordinary shares of the Company, par value $0.0001 per share, to each of the New Directors at their original purchase price. The Company will reimburse its directors for reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.
On June 22, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on June 22, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $358,800,000 of the proceeds from the IPO and the sale of the Private Placement Shares (which amount includes $10,764,000 of the underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Equiniti Trust Company, LLC, acting as trustee. Except with respect to up to $600,000 per year (plus the rollover of unused amounts from prior years) of interest earned on the funds held in the trust account that may be released to the Company to fund working capital requirements (provided that, only $150,000, plus the rollover of unused amounts from prior years, of interest earned on the funds held in the trust account may be released to the Company during the three month period that will begin 24 months from the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 24 months from the closing of the IPO (the “Completion Window”)), plus additional amounts of interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations (which shall exclude the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on the Company and which shall not be subject to the $600,000 annual limitation (or $150,000 limitation) described above), and up to $100,000 of dissolution expenses, if any, the proceeds from the IPO and the sale of the Private Placement Shares will not be released from the trust account until the earliest to occur of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within the Completion Window, or such earlier liquidation date as the Company’s board of directors may approve, or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of all of the Company’s public shares if the Company is unable to complete its business combination within the Completion Window, or such earlier liquidation date as the Company’s board of directors may approve, subject to applicable law.
On June 22, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 24, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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The following exhibits are being filed herewith:
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GORES HOLDINGS XI, INC. | ||
| By: | /s/ Andrew McBride | |
| Name: Andrew McBride | ||
| Title: Chief Financial Officer and Secretary | ||
Dated: June 24, 2026
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