Business Context and Reporting Period
This Form 8-K is filed by GHL Acquisition Corp., a Delaware corporation, reporting events occurring on February 20, 2008 and February 21, 2008. The filing documents the company's Initial Public Offering (IPO) and related corporate amendments. Note: The request metadata references "Iridium Communications Inc.", but the source text explicitly identifies the registrant as GHL Acquisition Corp.
Key Financial Metrics
- Gross IPO Proceeds: $400,000,000 from the sale of 40,000,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $8,000,000 from the sale of 8,000,000 Warrants to Greenhill & Co., Inc. at $1.00 per Warrant.
- Total Capital Raised: $408,000,000 (gross).
- Liquidity: Net proceeds from the IPO and Private Placement were deposited into a trust account at Wachovia Securities, LLC, maintained by American Stock Transfer & Trust Company.
- Revenue/Profit/Margins/Debt: The filing text does not provide a clear value for operating revenue, profit, margins, or existing debt, as this is a special purpose acquisition company (SPAC) IPO filing.
Material Changes
The primary material change is the transition from a private entity to a public company via the consummation of the IPO on February 21, 2008. Additionally, the Company amended its Certificate of Incorporation effective February 20, 2008, to authorize the issuance of Units consisting of one share of Common Stock and one Warrant with an initial exercise price of $7.00 per share.
Outlook, Risks, and Management Commentary
The filing confirms the establishment of a trust account to hold proceeds, a standard mechanism for SPACs to preserve capital for a future business combination. The text does not provide specific management commentary on future targets, detailed risk factors, or contingencies beyond the standard disclosure of the trust agreement and warrant terms.
Investor Verification Checklist
- Verify the terms of the Amended and Restated Certificate of Incorporation (Exhibit 3.1).
- Review the Investment Management Trust Agreement (Exhibit 10.1) to confirm the custodian and terms of the trust account.
- Confirm the details of the Private Placement Warrants sold to the founding stockholder, Greenhill & Co., Inc.
- Check the Amended and Restated Warrant Agreement (Exhibit 4.3) for exercise conditions and expiration.