Business Context and Reporting Period
This Form 8-K reports the consummation of the initial public offering (IPO) by Virgin Group Acquisition Corp. II (a Cayman Islands emerging growth company) on March 25, 2021. The filing date is March 31, 2021. Note: While the request metadata mentions "Grove Collaborative Holdings, Inc.", the provided filing text explicitly concerns Virgin Group Acquisition Corp. II.
Key Financial Metrics
- Gross Proceeds from IPO: $350,000,000 (from the sale of 35,000,000 Units at $10.00 per unit).
- Gross Proceeds from Private Placement: $9,000,000 (from the sale of 6,000,000 Private Placement Warrants at $1.50 per warrant).
- Total Funds in Trust Account: $350,000,000. This includes $343,000,000 from the IPO (incorporating $12,250,000 of deferred underwriting discount) and $7,000,000 from the Private Placement.
- Operating Metrics: The filing does not provide revenue, profit, cash flow, or margin data as the company is a special purpose acquisition company (SPAC) in its initial formation stage.
- Debt and Liquidity: No debt is reported. Liquidity is primarily represented by the $350,000,000 held in the trust account at J.P. Morgan Chase Bank, N.A.
Material Changes
The filing represents the company's transition from a private entity to a publicly traded company on the New York Stock Exchange (NYSE) under the symbols VGII, VGII.W, and VGII.U. There is no prior comparable period for financial performance as this is the initial capitalization event.
Guidance, Outlook, and Risks
- Capital Structure: Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant. Each whole warrant allows the purchase of one share at $11.50.
- Trust Account: Proceeds are held in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company.
- Financial Statements: An audited balance sheet as of March 25, 2021, is included as Exhibit 99.1.
- Risks/Contingencies: The filing does not explicitly detail specific risk factors or contingencies beyond the standard structure of a SPAC IPO.
Investor Verification Checklist
- Verify the audited balance sheet (Exhibit 99.1) to confirm the exact cash position and liabilities as of March 25, 2021.
- Confirm the terms of the deferred underwriting discount ($12,250,000) and the conditions for its payment.
- Review the definitive prospectus for details on the redemption rights of the Class A ordinary shares and the exercise terms of the warrants.
- Validate the identity of the sponsor (Virgin Group Acquisition Sponsor II LLC) and the terms of the Private Placement Warrants.