06/22/2026 | Press release | Distributed by Public on 06/22/2026 18:14
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FORM 3
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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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| 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 | 8,895,000 | (1) | D(2)(3)(4) | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gores Sponsor XI, LLC C/O GORES HOLDINGS XI, INC. 6260 LOOKOUT ROAD BOULDER, CO 80301 |
X | X | ||
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AEG Holdings, LLC C/O GORES SPONSOR XI LLC 6260 LOOKOUT ROAD BOULDER, CO 80301 |
X | X | ||
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Gores Alec E C/O GORES SPONSOR XI LLC 6260 LOOKOUT ROAD BOULDER, CO 80301 |
X | X | ||
| /s/ Andrew McBride, Attorney-in-Fact for Gores Sponsor XI LLC | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC | 06/22/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Andrew McBride , Attorney-in-Fact for Alec Gores | 06/22/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Gores Sponsor XI LLC (the "Sponsor") directly owns 8,895,000 Class B ordinary shares, par value $0.0001 per share (the "Class B Shares"), of the Issuer, including 1,170,000 Class B Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to them to cover over-allotments. 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). |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
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Remarks: Exhibit 24.1 Power of Attorney Exhibit 99.1 Joint Filer Information |
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