Business Context and Reporting Period
This Form 8-K is a current report filed by Gores Holdings II, Inc. (not Verra Mobility Corp) on January 12, 2017, with the earliest event reported on that date. The filing details the consummation of the Company's Initial Public Offering (IPO) on January 19, 2017. The Company is a special purpose acquisition company (SPAC) incorporated in Delaware.
Key Financial Metrics
- IPO Gross Proceeds: $400,000,000 from the sale of 40,000,000 Units at $10.00 per Unit (including 2,500,000 Units from the partial exercise of the underwriter's over-allotment option).
- Private Placement Proceeds: Approximately $10,000,000 from the sale of 6,666,666 Private Placement Warrants to the Sponsor at $1.50 per warrant.
- Trust Account Funding: A total of $400,000,000 was placed in a trust account. This includes $392,000,000 from IPO proceeds (net of deferred underwriting discount) and $8,000,000 from Private Placement Warrant proceeds.
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing text does not provide operating revenue, profit, or cash flow metrics as the Company is a pre-business combination SPAC.
Material Changes
The primary material change is the transition from a private entity to a public company following the IPO. The Company raised significant capital to fund a future business combination. There are no prior comparable periods for operating metrics as the Company had not yet completed an initial business combination.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company must complete an initial business combination within 24 months from the closing of the IPO (by January 19, 2019).
- Redemption Rights: If the Company fails to complete a business combination within 24 months, it must redeem 100% of its public shares. Funds in the trust account are generally not released until a business combination is completed or a redemption occurs.
- Trust Account Withdrawals: Interest earned on trust funds may be released to the Company for regulatory compliance and tax payments, subject to an annual limit of $750,000 for a maximum of 24 months.
- Private Placement Warrants: These warrants are not redeemable by the Company while held by the Sponsor and cannot be transferred until 30 days after the completion of the initial business combination.
Investor Verification Checklist
- Verify the exact closing date of the IPO (January 19, 2017) versus the filing date (January 12, 2017).
- Confirm the total amount held in the trust account ($400,000,000) and the specific terms regarding the release of funds for taxes and compliance.
- Review the 24-month deadline for completing a business combination and the consequences of failure to do so.
- Examine the terms of the Private Placement Warrants, specifically the non-redeemable status and transfer restrictions.
- Check the deferred underwriting discount amount (approximately $14,000,000) and its impact on net proceeds available for operations.