Business Context and Reporting Period
This Form 8-K is filed by Virgin Group Acquisition Corp. II (not Grove Collaborative Holdings, Inc.) on April 14, 2022, reporting an event that occurred on April 8, 2022. The registrant is a Cayman Islands-based special purpose acquisition company (SPAC) and an emerging growth company.
Key Financial Metrics
The filing details a specific debt instrument rather than operational financial performance metrics such as revenue or profit.
- Debt Instrument: Unsecured promissory note to Virgin Group Acquisition Sponsor II LLC.
- Principal Amount: Increased from $1,000,000 to $1,500,000.
- Interest Rate: 0% (non-interest bearing).
- Maturity Date: The earlier of March 22, 2023, or the consummation of the initial business combination.
- Use of Proceeds: General working capital purposes.
Material Changes
The primary material change is the amendment of the Original Note dated September 28, 2021. The aggregate principal amount was increased by $500,000, raising the total obligation to $1,500,000. The filing text does not provide clear values for revenue, cash flow, or margins as the company is in the pre-business combination phase.
Outlook, Risks, and Contingencies
The note is payable in full upon the earlier of the specified maturity date or the completion of the initial business combination. An event of default is triggered by a failure to pay within five business days of the due date or the commencement of voluntary or involuntary bankruptcy proceedings, allowing the Sponsor to declare the note immediately due and payable. The issuance was made pursuant to the Section 4(a)(2) exemption from registration under the Securities Act of 1933.
Investor Verification Checklist
- Verify the identity of the registrant as Virgin Group Acquisition Corp. II, distinct from Grove Collaborative Holdings, Inc.
- Confirm the total outstanding principal on the promissory note is now $1,500,000.
- Review the attached Exhibit 10.2 for the full legal terms of the note amendment.
- Monitor the timeline for the initial business combination to determine the actual repayment date.