GHXI 8-K
Gores Holdings XI, Inc. (GHXI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
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 Symbol(s) |
Name of each exchange on which registered | ||
| The Nasdaq Stock Market LLC | ||||
| The Nasdaq Stock Market LLC | ||||
| 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 8.01. Other Events.
On August 6, 2026, Gores Holdings XI, Inc. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants included in the Units commencing on August 13, 2026. Holders of Units will need to have their brokers contact Equiniti Trust Company, LLC, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Those Units not separated will continue to trade on the Nasdaq Global Market under the symbol “GHXIU,” and each of the Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “GHXI” and “GHXIW,” respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release, dated August 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
1
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. | ||||||||
| Date: August 6, 2026 | By: | /s/ Andrew McBride | ||||||
| Name: | Andrew McBride | |||||||
| Title: | Chief Financial Officer and Secretary | |||||||
2
Exhibit 99.1
Gores Holdings XI, Inc. Announces the Separate Trading of its Class A Ordinary Shares and
Warrants Commencing August 13, 2026
BOULDER, CO, August 6, 2026 – Gores Holdings XI, Inc. (Nasdaq: GHXIU) (the “Company”), a blank check company sponsored by affiliates of The Gores Group, today announced that, commencing August 13, 2026, holders of the units sold in the Company’s initial public offering of 35,880,000 units, which includes 4,680,000 units issued pursuant to the exercise by the underwriter of its overallotment option in full, may elect to separately trade the Class A ordinary shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Equiniti Trust Company, LLC, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “GHXIU,” and the Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “GHXI” and “GHXIW,” respectively.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at [email protected], or by telephone at 833-818-1602.
About Gores Holdings XI, Inc.
Gores Holdings XI, Inc. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s strategy is to identify, acquire and, after the initial business combination, to build a company in an industry or sector that complements the experience of its management team and can benefit from their operational expertise.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
For more information, please contact:
Investor and Media Relations
(310) 209-3010