Virgin Group Acquisition Corp. II

The Class A count on the cover is broken by the filer's own markup — it prints as "2 39,135,629", with a space inside the numeral, so the registered Class A amount cannot be read off this document without guessing where the digits belong; it is left as printed rather than repaired. The target, Grove Collaborative, Inc., is a Delaware public benefit corporation, and its holders approve by written consent while only VGAC II holds a meeting. The board is recorded as having "approved" the transactions, without the word unanimously.

The Class A and Class B lines mean different things. Footnote (1) builds the 50,312,500 Class A shares out of VGAC II's own capital converting in the Domestication — 40,250,000 Class A ordinary shares from the initial public offering and 10,062,500 Class B ordinary shares held by VG Acquisition Sponsor II LLC — and the warrant line is likewise 8,050,000 public and 6,700,000 private placement warrants. Only the Class B line is consideration for Grove Collaborative, and its footnote leaves the equity-plan reservation date blank, so the count it describes is not fully specified.

Two lines of that table are not new capital. Footnote (1) builds the 50,312,500 Class A figure from 40,250,000 Class A ordinary shares underlying VGAC II's IPO units and 10,062,500 Class B shares held by VG Acquisition Sponsor II LLC — the SPAC's own stock converting in the Domestication. A fifth line registers 174,073,129 Class A shares underlying the Class B shares with no separate fee, so the same economic interest is registered twice by design. Pricing is the NYSE high/low average on January 11, 2022 for shares and January 13, 2022 for warrants.

What changed: Grove Collaborative (NYSE: GROV), the de-SPAC target of VGII, reported Q2 2026 revenue of $36.6M (down 16.9% YoY) and positive Adjusted EBITDA of $0.5M, its third consecutive quarter of profitability, while reaffirming FY2026 revenue guidance of $142.5M–$152.5M. Why it matters: The company is showing operating discipline with shrinking losses and positive cash flow ($1.3M operating cash flow, $11.4M cash balance), but revenue is still declining significantly year-over-year, indicating the profitability-first strategy has not yet reversed top-line deterioration.

What changed: Grove Collaborative (post-VGII merger target) filed its Q2 2026 10-Q showing revenue declined to $36.6M (from $44.0M YoY) while net loss narrowed to $0.9M (from $3.6M YoY). The company had $8.3M cash, $7.5M drawn on its Siena Revolver with only $0.4M additional availability, and an accumulated deficit of $662.2M as of June 30, 2026. Why it matters: This is a post-deal operating company filing, not a SPAC-stage filing; there are no redemption deadlines, trust value, or extension mechanics to track. The financial deterioration and tight liquidity are relevant for anyone holding VGII equity or warrants post-close.

What changed: Item 5.02: on June 18, 2026 Tom Siragusa, CFO and Principal Financial Officer of Grove Collaborative Holdings, Inc., gave notice of his intention to resign as an officer and employee to pursue another opportunity, remaining in post until August 16, 2026. The filing states his departure is not the result of any disagreement with the company or any matter related to its operations, policies or practices, including accounting principles or financial statements. The company is initiating a successor search. The report also covers the 2026 annual meeting under Item 5.07. Why it matters: The disclaimer here is unusually specific - it rules out disagreement over accounting principles, financial statements and financial disclosures by name, not just operations and policies - which is the language that matters when a principal financial officer leaves. A roughly two-month notice period and a search only now being initiated means an interim gap is possible, and the incoming CFO's view of the balance sheet is the thing to watch at a company of this profile.