{"url_path":"/sec/cik-0002086438/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/2086438/0001193125-26-281284-index.html","accession_number":"0001193125-26-281284","cik":"0002086438","ticker":null,"issuer_name":"Gores Holdings XI, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2086438/0001193125-26-281284-index.html","primary_entity_key":"0002086438","primary_entity_name":"Gores Holdings XI, Inc."},"word_count":472,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\nOn June 22, 2026, the Registration Statement on Form S-1 (File\nNo. 333-296462) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Gores Holdings XI, Inc. (the “Company”) was\ndeclared 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\npurchase 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\nCompany, 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\nWarrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.\n\nIn connection with the IPO, the\nCompany entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement:\n\n•\n\nAn Underwriting Agreement, dated June 22, 2026, by and between the Company and Santander US Capital Markets\nLLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.\n\n•\n\nA Warrant Agreement, dated June 22, 2026, by and between the Company and Equiniti Trust Company, LLC, as\nwarrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.\n\n•\n\nAn Investment Management Trust Agreement, dated June 22, 2026, by and between the Company and Equiniti Trust\nCompany, LLC, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.\n\n•\n\nA Registration Rights Agreement, dated June 22, 2026, among the Company, Gores Sponsor XI LLC (the\n“Sponsor”) and certain other securities holders named therein, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.\n\n•\n\nA Private Placement Shares Purchase Agreement, dated June 22, 2026 (the “Private Placement Shares\nPurchase 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.\n\n•\n\nLetter Agreements, dated June 22, 2026, between the Company, each of its officers and directors, and the\nSponsor, a form of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.\n\n•\n\nAn Administrative Services Agreement, dated June 22, 2026, by and between the Company and The Gores Group,\nLLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.\n\n•\n\nIndemnity Agreements, dated June 22, 2026, by and among the Company and each of its officers and directors,\na form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference."}