GORES HOLDINGS II,INC. (NASDAQ:GSHTU) Files An 8-K Other Events

Item 8.01 Other Events.

On January19, 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 underwriters partial exercise
of its over-allotment option. Each Unit consists of one share of
ClassA common stock of the Company, par value $0.0001 per share
(Common Stock), and one-third of one warrant of the
Company (Warrant), each whole Warrant entitling the holder
thereof to purchase one share of ClassA Common Stock at an
exercise price of $11.50 per share. The Units were sold at a
price of $10.00 per share, generating gross proceeds to the
Company of $400,000,000.

Simultaneously with the closing of the IPO, the Company completed
the private sale of 6,666,666 warrants (the Private Placement
Warrants) at a purchase price of $1.50 per Private Placement
Warrant, to the Companys sponsor, Gores Sponsor II LLC (the
Sponsor), generating gross proceeds to the Company of
approximately $10,000,000. The Private Placement Warrants are
identical to the warrants sold as part of the Units in the IPO,
except that the Sponsor has agreed not to transfer, assign or
sell any of the Private Placement Warrants (except to certain
permitted transferees) until 30 days after the completion of the
Companys initial business combination. The Private Placement
Warrants are also not redeemable by the Company so long as they
are held by the Sponsor or its permitted transferees.

A total of $400,000,000, comprised of $392,000,000 of the
proceeds from the IPO, including approximately $14,000,000 of the
underwriters 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
Company, acting as trustee. Except with respect to interest
earned on the funds in the trust account that may be released to
the Company to fund regulatory compliance requirements and other
costs related thereto, subject to an annual limit of $750,000,
for a maximum of 24 months, and/or to pay its franchise and
income taxes, the proceeds from the IPO will not be released from
the trust account until the earliest of (i)the completion of the
Companys initial business combination, (ii)the redemption of any
public shares properly tendered in connection with a stockholder
vote to amend the Companys amended and restated certificate of
incorporation to modify the substance or timing of its obligation
to redeem 50% of its public shares if the Company does not
complete its initial business combination within 24 months from
the closing of the IPO and (iii)the redemption of all of the
Companys public shares if it is unable to complete its business
combination within 24 months from the closing of the IPO, subject
to applicable law.

On January12, 2017, in connection with the IPO, the Company filed
its previously approved Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware and entered into the following agreements previously
filed as exhibits to the Company registration statement (File
No.333-215033):

A Warrant Agreement, dated January12, 2017, between the Company
and Continental Stock Transfer Trust Company.

An Investment Management Trust Agreement, dated January12, 2017,
between the Company and Continental Stock Transfer Trust Company.

About GORES HOLDINGS II, INC. (NASDAQ:GSHTU)

Gores Holdings II, Inc. is a blank check company. The Company is formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company has not identified any business combination target and has not initiated any discussions, directly or indirectly, with any business combination target. As of September 30, 2016, the Company had not generated any revenues.

GORES HOLDINGS II, INC. (NASDAQ:GSHTU) Recent Trading Information

GORES HOLDINGS II, INC. (NASDAQ:GSHTU) closed its last trading session at with 15,023 shares trading hands.