Business Context and Reporting Period
This Form 8-K is filed by Virgin Group Acquisition Corp. II (not Grove Collaborative Holdings, Inc.) on May 28, 2021. The registrant is a Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands. The report addresses a failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2021, and the subsequent receipt of a delisting notice from the New York Stock Exchange (NYSE).
Key Financial Metrics
The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses on accounting classification issues regarding warrants rather than operational financial performance.
Material Changes and Events
- Accounting Restatement Review: Following an April 12, 2021 SEC Staff Statement, management is evaluating whether to restate previously issued financial statements. The issue concerns the classification of private and public warrants as liabilities measured at fair value rather than equity.
- Late Filing: The company failed to file its Form 10-Q by the May 17, 2021 deadline due to the scope of the restatement evaluation.
- NYSE Notice: On May 25, 2021, the NYSE issued a notice stating the company no longer complies with continued listing requirements (Section 802.01E) due to the late filing.
- Trading Status: Securities (VGII.U, VGII, VGII.WS) remain listed but carry an "LF" (Late Filing) indicator until the 10-Q is filed.
Outlook, Risks, and Contingencies
Compliance Timeline: The company has six months from the original filing due date to submit the Quarterly Report to regain full compliance. Failure to file within this period may result in the NYSE allowing trading for up to an additional six months at its discretion, or potential delisting.
Risk Factors: The primary risk is the potential delisting of securities if the 10-Q is not filed within the grace period. Additionally, the reclassification of warrants to liabilities could negatively impact reported earnings due to fair value adjustments.
Investor Verification Checklist
- Verify the filing status of the Form 10-Q for the period ended March 31, 2021.
- Confirm the final accounting treatment of warrants (equity vs. liability) and its impact on the balance sheet.
- Monitor the NYSE "LF" indicator status and any further communications regarding delisting timelines.
- Review the press release (Exhibit 99.1) for any updates on the merger target or transaction status.