8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2017

GORES HOLDINGS II, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37979	81-3563824
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)

9800 Wilshire Blvd. Beverly Hills, CA	90212
(Address of principal executive offices)	(Zip Code)

(310) 209-3010
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events.

On March 3, 2017, Gores Holdings II, Inc. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A common stock and warrants included in the Units commencing on March 6, 2017. Those Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “GSHTU,” and each of the Class A common stock and warrants that are separated will trade on the NASDAQ Capital Market under the symbols “GSHT” and “GSHTW,” respectively.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.	Description of Exhibits
99.1	Press Release dated March 3, 2017.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Gores Holdings II, Inc.
Date: March 3, 2017	By:	/s/ Andrew McBride
	Name:	Andrew McBride
	Title:	Chief Financial Officer and Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Exhibits
99.1	Press Release dated March 3, 2017.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Gores Holdings II, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing March 6, 2017

LOS ANGELES, CA, March 3, 2017 — Gores Holdings II, Inc. (NASDAQ: GSHTU) (the “Company”) announced that, commencing March 6, 2017, holders of the units sold in the Company’s initial public offering of 40,000,000 units completed on January 19, 2017 may elect to separately trade the shares of Class A common stock and warrants included in the units.  Those units not separated will continue to trade on the NASDAQ Capital Market under the symbol “GSHTU,” and the Class A common stock and warrants that are separated will trade on the NASDAQ Capital Market under the symbols “GSHT” and “GSHTW,” respectively.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  The offering was made only by means of a prospectus, copies of which may be obtained by contacting Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005-2836, Attention:  Prospectus Group, Telephone:  (800) 503-4611, Email: prospectus.cpdg@db.com.

About Gores Holdings II, Inc.

Gores Holdings II, Inc. was 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’s strategy is to identify, acquire and, after the initial business combination, to build a company in an industry or sector that complements the experience of its management team and can benefit from their operational expertise.

Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements.  Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.  Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”).  All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.  Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s initial public offering filed with the SEC.  The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

For more information, please contact:

Terry Fahn

Sitrick and Company

(310) 788-2850