Business Context and Reporting Period
This Form 8-K filing by Virgin Group Acquisition Corp. II (not Grove Collaborative Holdings, Inc.) reports the consummation of its Initial Public Offering (IPO) on March 25, 2021. The earliest event reported is March 22, 2021. The company is a Cayman Islands-based special purpose acquisition company (SPAC) designated as an emerging growth company.
Key Financial Metrics
- Gross IPO Proceeds: $350,000,000 from the sale of 35,000,000 units at $10.00 per unit.
- Private Placement Proceeds: $9,000,000 from the sale of 6,000,000 warrants to the Sponsor at $1.50 per warrant.
- Total Funds Raised: $359,000,000.
- Trust Account Balance: $350,000,000 deposited into a U.S.-based trust account. This includes $343,000,000 from IPO proceeds (net of deferred underwriting discounts) and $7,000,000 from private placement proceeds.
- Deferred Underwriting Discount: $12,250,000.
- 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 has not yet completed a business combination.
Material Changes
This filing represents the initial capitalization of the company. There is no prior comparable period for operating metrics as the entity was formed specifically for this IPO. The material change is the transition from a private entity to a publicly traded company with $350 million in trust assets earmarked for a future 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 March 2023).
- Redemption Rights: If the company fails to complete a business combination within the 24-month period, public shareholders are entitled to redeem their shares for a pro rata portion of the trust account.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption event, or specific amendments to the memorandum and articles of association.
- Private Placement Warrants: These warrants are non-redeemable by the company while held by the Sponsor and may be exercised on a cashless basis.
Investor Verification Checklist
- Verify the identity of the registrant: This filing is for Virgin Group Acquisition Corp. II, not Grove Collaborative Holdings, Inc.
- Confirm the 24-month deadline for completing a business combination.
- Review the terms of the deferred underwriting discount ($12,250,000) and its impact on net proceeds available for a target acquisition.
- Examine the Sponsor's lock-up provisions regarding the Private Placement Warrants (30 days post-business combination).
- Check the trust account custodian (J.P. Morgan Chase Bank, N.A.) and trustee (Continental Stock Transfer & Trust Company) for fund security.