Gores Holdings II GSHTU = 1C + 1/3 W

Preliminary proxy  7/12/18. Merger candidate Greenlight Holding II Corporation .

March 31, 2018, estimated per share redemption price would have been approximately $10.07

One warrant + $11.50 buys one common. Call 18. Cashless option

Trust = 10.07     ~~ ~ $400mm

Exp Jan 19, 2019 - 24 Months

Previous Spac Hostess Twinkies

On January 19, 2017, Gores Holdings II, Inc. (the “Company”) consummated its initial public offering (the “IPO”) of 40,000,000 units (the “Units”), including the issuance of 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option.  Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $400,000,000.

 On January 19, 2017, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of 6,666,666 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, Gores Sponsor II LLC, generating gross proceeds to the Company of approximately $10,000,000.

 A total of $400,000,000, comprised of $392,000,000 of the proceeds from the IPO, including approximately $14,000,000 of the underwriter’s deferred discount, and $8,000,000 of the proceeds of the sale of the Private Placement Warrants, were placed in a trust account maintained by Continental Stock Transfer & Trust CompanyGores Holdings II

Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until 180 days after the completion of our initial business combination. We refer to such transfer restriction throughout this prospectus as the lock-up.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our business combination. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Upon the closing of this offering, 46,875,000 shares of our common stock will be outstanding (assuming no exercise of the underwriter's over-allotment option and the corresponding forfeiture of 1,406,250 founder shares by our sponsor), consisting of:
37,500,000 shares of our Class A common stock underlying the units being offered in this offering; and
9,375,000 shares of Class F common stock held by our initial stockholders.