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Gores Holdings XI Inc.

06/22/2026 | Press release | Distributed by Public on 06/22/2026 11:49

New Listing Registration (Form 8-A12B)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

GORES HOLDINGS XI, INC.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands 98-1872182
(State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

6260 Lookout Road

Boulder, Colorado

80301
(Address of Principal Executive Offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

to be Registered

Name of Each Exchange on Which

Each Class is to be Registered

Units, each consisting of one Class A ordinary share and one-fourth of one warrant The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share The Nasdaq Stock Market LLC
Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates:

333-296462

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

Item 1.

Description of Registrant's Securities to be Registered.

The securities to be registered hereby are units, Class A ordinary shares, par value $0.0001 per share, and warrants to purchase Class A ordinary shares of Gores Holdings XI, Inc. (the "Registrant"). The description of the units, Class A ordinary shares and warrants set forth under the heading "Description of Securities" in the Registrant's prospectus forming part of its Registration Statement on Form S-1 (File No. 333-296462), originally filed with the Securities and Exchange Commission on June 3, 2026, as thereafter amended and supplemented from time to time (the "Registration Statement") to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2.

Exhibits.

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

GORES HOLDINGS XI, INC.
Date: June 22, 2026 By:

/s/ Mark Stone

Name: Mark Stone
Title: Chief Executive Officer
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