| WTI FUND XI, INC. |
| (Name of Issuer) |
| Common Shares, $0.001 par value |
| (Title of Class of Securities) |
| None |
| (CUSIP Number) |
| September 30, 2024 |
| Date of Event Which Requires Filing of this Statement |
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| 1 | NAMES OF REPORTING PERSONS | ||||
Westech Investment Advisors LLC I.R.S. Identification Nos. of above persons (entities only). 27-3794054 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 0 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 100,000 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 100,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 100% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IA, HC | |||||
| Item 1(a) | Name of Issuer: WTI FUND XI, INC. (the “Issuer”) |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
| Item 2(a) | Name of Persons Filing: |
| Item 2(b) | Address of Principal Business Office, or if None, Residence: |
| Item 2(c) | Citizenship: |
| Item 2(d) | Title of Class of Securities: Common Shares, $0.001 par value (the “Shares”) |
| Item 2(e) | CUSIP Number: None. |
| Item 3 | Not Applicable. |
| Item 4(a) | Amount beneficially owned: The aggregate percentage of Shares of the Issuer reported to be owned by Westech, which is the Reporting Person, is based upon 100,000 Shares outstanding. As of the date of this Schedule, WTI Fund XI, LLC (the “Company”) is the record holder of the Shares. WTI Fund XI GP, LLC (“WTI XI GP”), is the managing member of the Company and Westech is the managing member of WTI XI GP and the investment manager of the Issuer. P10, Inc., a Delaware corporation (“P10”) owns all of the outstanding membership interests of Westech through its majority owned subsidiary, P10 Intermediate Holdings LLC, a Delaware limited liability company (“P10 Holdings”), and therefore owns a controlling interest in WTI XI GP. Pursuant to the Amended and Restated Operating Agreement of the Company (the “Operating Agreement”), the members of the Company have pass-through voting rights such that if any vote or consent is to be cast or given by the Company as the sole shareholder of the Issuer, then Westech must first obtain direction from the members of the Company on how to cast such vote or give such consent on behalf of the Company. The required vote or consent of the members to give such direction parallels the vote or consent required of the shareholders of the Issuer (i.e. if a matter requires the consent of the holders of two-thirds of the outstanding shares of the Issuer, then the vote or consent required of the members of the Company is the approval by the holders of two-thirds or more in interest of the members of the Company). By reason of its position as managing member of the Company, WTI XI GP may also be deemed to be the beneficial owner of all of the Shares. By reason of its ownership of Westech, P10 may also be deemed to be the beneficial owner of all of the Shares. By reason of its direct beneficial ownership of an interest in the Company, each of the following parties (the “Investors”) may be deemed to beneficially own the Shares of the Issuer set forth below. |
| Party | Shares of the Issuer | Share Percentage | ||||
| Fire and Police Pension Fund, San Antonio | 7,913 | 7.9% | ||||
| Mayo Clinic Master Retirement Trust | 7,913 | 7.9% | ||||
| UNC Investment Fund, LLC | 7,913 | 7.9% | ||||
| Employees’ Retirement System of Baltimore County | 6,595 | 6.6% | ||||
| Master Trust Agreement between Pfizer Inc. and the Northern Trust Company | 6,595 | 6.6% | ||||
| Wisconsin Alumni Research Foundation | 6,595 | 6.6% | ||||
| JTM, LLC | 5,276 | 5.3% | ||||
| Boston Retirement System | 5,276 | 5.3% | ||||
| GT Partners, L.P. | 5,276 | 5.3% | ||||
| Retirement Board of Bert Bell/Pete Rozelle NFL Player Retirement Plan | 5,276 | 5.3% |
| Item 4(b) | Percent of class: 100% |
| Item 4(c) | Number of shares as to which such person has: (i) sole power to vote or to direct the vote; (ii) shared power to vote or to direct the vote; (iii) sole power to dispose or to direct the disposition of; and (iv) shared power to dispose or to direct the disposition of: Westech, by reason of its control and ownership of WTI XI GP, the managing member of the Company, and by reason of its position as investment manager of the Issuer, has voting and dispositive power with respect to the Shares held by the Company. By reason of P10’s ownership of Westech through P10 Holdings, P10 may be deemed to have voting and dispositive power with respect to the Shares held by the Company. |
| Item 5 | If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following |
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable. |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. |
| Item 8 | Identification and Classification of Members of the Group: Not Applicable. |
| Item 9 | Notice of Dissolution of Group: Not Applicable. |
| Item 10 | Certifications: Not Applicable. |
| Dated: November 14, 2024 | ||
| WESTECH INVESTMENT ADVISORS LLC | ||
By: | /s/ Jared S. Thear | |
| Name: | Jared S. Thear | |
| Its: | Chief Financial Officer, Chief Compliance Officer, Vice President, Secretary, and Treasurer | |
