As filed with the U.S. Securities and Exchange Commission on January 3, 2017.

Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Gores Holdings II, Inc.
(Exact name of registrant as specified in its charter)

9800 Wilshire Blvd.
Beverly Hills, CA 90212
(310) 209-3010
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Alec Gores
Chairman
9800 Wilshire Blvd.
Beverly Hills, CA 90212
Telephone: (310) 209-3010
Facsimile: (310) 209-3310
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The sole purpose of this amendment is to file certain exhibits to the registration statement as indicated in the exhibit index of this amendment, which is incorporated by reference into Item 16(a) of Part II of the Registration Statement. No change is made to the preliminary prospectus constituting Part I of the registration statement or Items 13, 14, 15, 16(b) or 17 of Part II of the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II, the signatures and the exhibit index of the registration statement.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beverly Hills, State of California, on the 3rd day of January, 2017.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name		Position	Date


/s/ MARK R. STONE Mark R. Stone		Chief Executive Officer (Principal Executive Officer)	January 3, 2017
* Andrew McBride		Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	January 3, 2017
* Alec Gores		Director	January 3, 2017
*By:	/s/ MARK R. STONE Attorney-in-Fact		January 3, 2017

Exhibit No.			Description

	1.1		Form of Underwriting Agreement.**
	3.1		Certificate of Incorporation.*
	3.2		Form of Amended and Restated Certificate of Incorporation.*
	3.3		Bylaws.*
	4.1		Specimen Unit Certificate.*
	4.2		Specimen Class A Common Stock Certificate.*
	4.3		Specimen Warrant Certificate.*
	4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
	5.1		Opinion of Weil, Gotshal & Manges LLP.**
	10.1		Promissory Note, dated August 19, 2016, issued to Gores Sponsor II LLC.*
	10.2		Form of Letter Agreement among The Gores Group, LLC, the Registrant and its officers and directors and Gores Sponsor II LLC.*
	10.3		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
	10.4		Form of Registration Rights Agreement among the Registrant and certain security holders.*
	10.5		Securities Subscription Agreement, dated August 19, 2016, between the Registrant and Gores Sponsor II LLC.*
	10.6		Form of Sponsor Warrants Purchase Agreement between the Registrant and Gores Sponsor II LLC.*
	10.7		Form of Indemnity Agreement.*
	10.8		Form of Administrative Services Agreement between the Registrant and Gores Group, LLC.*
	14.1		Form of Code of Ethics.*
	23.1		Consent of KPMG LLP.*
	23.2		Consent of Weil, Gotshal & Manges LLP (to be included in Exhibit 5.1).**
	24.1		Power of Attorney (included on signature page of this Registration Statement).*
	99.1		Form of Audit Committee Charter.*
	99.2		Form of Compensation Committee Charter.*
	99.3		Consent of Randall Bort.*
	99.4		Consent of William Patton.*
	99.5		Consent of Jeffrey Rea.*


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o


Delaware (State or Other Jurisdiction of Incorporation or Organization)		6770 (Primary Standard Industrial Classification Code Number)		81-3563824 (I.R.S. Employer Identification Number)


Copies to:
Jennifer A. Bensch, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007		Paul D. Tropp, Esq. Freshfields Bruckhaus Deringer US LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 277-4000 Fax: (212) 277-4001


		GORES HOLDINGS II, INC.
		By:		/s/ MARK R. STONE Mark R. Stone Chief Executive Officer