Organization and General

On May 31, 2018, the Delaware company GS Acquisition Holdings Corp II (nyse gsah ws at https://www.webull.com/quote/nyse-gsah-ws) was created. The Company was founded to complete a merger, capital stock swap, capital financing, stock purchase, reorganization, or another similar business merger with one or more companies (the “Initial Business Combination”). The Corporation qualifies as an emerging growth company under Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as amended by the Jumpstart Our Company Startups Act of 2012 (the “JOBS Act”).

The Company had not begun operations as of March 31, 2020. The Company’s establishment and the planned initial public offering (the “Proposed Offering”) outlined below are the focus of all operations from May 31, 2018 (inception) to March 31, 2020. 

At the earliest, the Company will not produce any operating profits until after its Initial Organizational Knowledge is completed. The proceeds from the Proposed Offer and the Confidential Placement (as described below) are expected to produce non-operating income in the form of investment earnings on cash and cash equivalents. The Company has decided to conclude its fiscal year on December 31st.

Sponsor and Proposed Financing

GS Sponsor II LLC (nyse gsah ws), a Delaware limited liability corporation (the “Sponsor”), serves as the Company’s sponsor.

The Firm’s capacity to start meaningful activities and fund its Initial Business Combination is dependent on obtaining sufficient financial resources through the expected $700,000,000 initial public offering of Units (as described below) and a $16,000,000 (or $18,100,000 if the underwriters’ over-allotment option is exercised in full—Note 3) private placement of Private Placement $700,000,000 will be available upon completion of the Proposed Offering and Private Investor.

The Trust Account

The Trust Account’s proceeds can only be invested in US government treasury securities with a maturity of 185 days or less, or in money markets registered under the Investment Group Act and meeting certain requirements under Rule. 

Before the Initial Business Combination is completed, the Company may only pay its bills from the net proceeds of the Proposed Offering and the Private Offering held outside the Bank Account, which would be roughly $1,000,000 in working capital after the expense of approving fees.

The profits from the Proposed Offering and the Private Placement will not be issued from the Bank Account until the earliest of the following: interest gained on funds kept in the Deposit Account that must be released to the Business to retain its taxes; or the earliest of the following:       

• The completion of the Initial Business Combination.
• The redemption of any public shares properly submitted in connection with the Initial Business Combination.
• The completion of the Initial Business Combination.

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