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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

 

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GORES HOLDINGS II, INC.
9800 Wilshire Blvd.
Beverly Hills, California 90212

Dear Gores Holdings II, Inc. Stockholder:

        We cordially invite you to attend a special meeting in lieu of the 2018 annual meeting of the stockholders of Gores Holdings II, Inc., a Delaware corporation ("we," "us," "our" or the "Company"), which will be held on [    ·    ] at [    ·    ] local time at [    ·    ] (the "Special Meeting").

        On June 21, 2018, the Company, AM Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company ("First Merger Sub"), AM Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company ("Second Merger Sub"), Greenlight Holding II Corporation ("Greenlight") and PE Greenlight Holdings, LLC (the "Platinum Stockholder" or, in its capacity as the Stockholder Representative, the "Stockholder Representative"), entered into an Agreement and Plan of Merger (as amended on August 23, 2018 by that certain Amendment No. 1 to Agreement and Plan of Merger, a copy of which is attached to the accompanying proxy statement as Annex B ("Amendment No. 1 to the Merger Agreement"), and as it may be further amended from time to time, the "Merger Agreement"), which provides for, among other things, (i) the merger of First Merger Sub with and into Greenlight, with Greenlight continuing as the surviving corporation (the "First Merger") and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Greenlight with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity (the "Second Merger" and, together with the First Merger, the "Mergers" and, together with the other transactions contemplated by the Merger Agreement, the "Business Combination"). As a result of the First Merger, the Company will own 100% of the outstanding common stock of Greenlight and each share of common stock of Greenlight will be cancelled and converted into the right to receive a portion of the consideration. As a result of the Second Merger, the Company will own 100% of the outstanding interests in the Second Merger Sub. Following the closing of the Business Combination, the Company will own, directly or indirectly, all the stock of Greenlight and its subsidiaries and the stockholders of Greenlight as of immediately prior to the effective time of the First Merger (the "Greenlight Stockholders") will hold a portion of the Company's Class A Stock. You are being asked to vote on the Business Combination between us and Greenlight.

        At the Special Meeting, our stockholders will be asked to consider and vote upon a proposal (the "Business Combination Proposal" or "Proposal No. 1") to adopt the Merger Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and approve the transactions contemplated thereby, including the Business Combination. Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate merger consideration to be paid in connection with the Business Combination is expected to be approximately $2.3 billion, which amount will be: (i) increased or decreased by the amount, if any, by which Greenlight's working capital at closing is greater than or less than $52,000,000, as the case may be (in each case, subject to certain limitations); (ii) increased by the amount of cash held by Greenlight as of the closing of the Business Combination; (iii) increased by the amount, if any, by which any income tax refunds of Greenlight and its subsidiaries (to the extent not received in cash by Greenlight or its subsidiaries prior to the Business Combination) for the taxable period (or portion thereof) ending on the date of the closing of the Business Combination and the taxable period ending on December 31, 2017 (or, with respect to any non-calendar year taxpayer for income tax purposes, the taxable year immediately preceding the taxable year (or portion thereof) ending on the date of the closing of the Business Combination for which final income tax returns have not been filed) exceeds the accrued but unpaid income taxes of Greenlight and its subsidiaries for such tax periods; (iv) decreased by the amount, if any, by which any accrued but unpaid income taxes of Greenlight and its subsidiaries for the taxable period (or portion thereof) ending on the date of the closing of the Business Combination and the taxable period ended on

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December 31, 2017 (or, with respect to any non-calendar year taxpayer for income tax purposes, the taxable year immediately preceding the taxable year (or portion thereof) ending on the date of the closing of the Business Combination for which final income tax returns have not been filed) exceed any income tax refunds of Greenlight and its subsidiaries to the extent not received in cash by Greenlight or its subsidiaries prior to the Business Combination, for such taxable periods; (v) decreased by the amount of Greenlight's outstanding indebtedness under its existing credit facilities; (vi) decreased by the amount by which Greenlight's transaction expenses exceed $20,000,000; and (vii) decreased by the amount payable by Greenlight to employees of Greenlight and other participants pursuant to the Greenlight Holding Corporation 2018 Participation Plan (the "Participation Plan").

        The consideration to be paid to the Greenlight Stockholders will be a combination of cash and stock. The amount of cash consideration payable to the Greenlight Stockholders is the sum of: (i) cash available to us from the Trust Account, after giving effect to taxes payable and any redemptions that may be elected by any of our public stockholders for their pro rata share of the aggregate amount of funds on deposit in the Trust Account as of two business days prior to the closing of the Business Combination (which instructions to redeem such public shares are further discussed in this proxy statement); plus (ii) the anticipated gross proceeds of approximately $400,000,000 from a private placement, pursuant to which certain investors have agreed to purchase an aggregate of 43,478,261 shares of Class A Stock (the "Private Placement"); less (iii) certain transaction fees and expenses of the Company, including the payment of deferred underwriting commissions agreed to at the time of our IPO (as defined below); less (iv) certain payments to participants in the Participation Plan, less (v) approximately $132,515,647 that will be used to repay a portion of the existing indebtedness of Greenlight. The remainder of the consideration paid to the Greenlight Stockholders will be stock consideration, consisting of approximately 65,200,000 newly-issued shares of our publicly-traded Class A Stock, which shares will be valued at $10.00 per share for purposes of determining the aggregate number of shares payable to the Greenlight Stockholders for their ownership interests therein. The foregoing consideration to be paid to the Greenlight Stockholders may be further increased by amounts payable under a tax receivable agreement to be entered into at the Closing of the Business Combination, substantially in the form attached as Annex H to this proxy statement (the "Tax Receivable Agreement"), and amounts payable as earn-out shares of Class A Stock. The number of shares of Class A Stock issued to the Greenlight Stockholders as stock consideration is subject to adjustment, depending on, among other things, the level of redemptions of shares of Class A Stock by our public stockholders or in certain cases to preserve the intended tax-free treatment of the Business Combination. To the extent the Stock Consideration were increased to preserve the intended tax-free treatment of the Business Combination, there would be a corresponding reduction to the cash consideration paid to the Greenlight Stockholders. At the closing of the Business Combination, each Greenlight Stockholder will receive shares of Class A Stock, but only the Platinum Stockholder will receive the cash consideration. Following the closing of the Business Combination, each Greenlight Stockholder may receive cash consideration as a result of any upward adjustment of the purchase price, but only the Platinum Stockholder will receive any amounts payable under the Tax Receivable Agreement or amounts payable as earn-out shares of Class A Stock.

        In order to facilitate the Business Combination, our sponsor, Gores Sponsor II LLC (the "Sponsor"), has agreed to cancel 3,478,261 shares of Class F Common Stock of the Company, par value $0.0001 per share (the "Class F Stock"), issued to it prior to our IPO ("Founder Shares") and the Company has agreed to the purchase of shares of Class A Stock by the participants in the Private Placement (pursuant to subscription agreements entered into in connection therewith) at a discounted price of $9.20 per share. The remaining Founder Shares will automatically convert into shares of Class A Stock on a one-for-one basis at the closing of the transactions contemplated by the Merger Agreement and will continue to be subject to the transfer restrictions applicable to the Founder Shares.

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        At the closing of the Business Combination, we will enter into the Tax Receivable Agreement, substantially in the form attached as Annex H to this proxy statement, with the Platinum Stockholder and the Stockholder Representative. The Tax Receivable Agreement will generally provide for the payment by the Company to the Platinum Stockholder of 50% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the closing of the Business Combination as a result of the increase in the tax basis of the intangible assets of Highway Toll Administration LLC ("HTA") resulting from the acquisition of HTA by Verra Mobility prior to the Business Combination. The Company generally will retain the benefit of the remaining 50% of these cash savings.

        At the Special Meeting, Company stockholders will be asked to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination. In addition, you are being asked to consider and vote upon: (i) a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company's issued and outstanding common stock pursuant to the Business Combination and the Private Placement (the "Nasdaq Proposal" or "Proposal No. 2"), (ii) a proposal to adopt the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Annex C (the "Charter Approval Proposal" or "Proposal No. 3"), (iii) a separate proposal with respect to certain governance provisions in the Second Amended and Restated Certificate of Incorporation, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis (the "Governance Proposal" or "Proposal No. 4"), (iv) a proposal to elect seven directors to serve staggered terms on our Board until the 2019, 2020 and 2021 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified (the "Director Election Proposal" or "Proposal No. 5"), (v) a proposal to approve the Verra Mobility Corporation 2018 Equity Incentive Plan (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan (the "Incentive Plan Proposal" or "Proposal No. 6") and (vi) a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal (the "Adjournment Proposal" or "Proposal No. 7"). A copy of our proposed Second Amended and Restated Certificate of Incorporation reflecting the Charter Approval Proposal, assuming the consummation of the Business Combination, is attached as Annex C to the accompanying proxy statement.

        Each of these proposals is more fully described in this proxy statement, which each stockholder is encouraged to read carefully.

        Our publicly-traded common stock, units and warrants are currently listed on the Nasdaq Capital Market under the symbols "GSHT," "GSHTU" and "GSHTW," respectively. We intend to apply to continue the listing of our publicly-traded common stock and warrants on Nasdaq under the symbols VRRM and VRRMW, respectively, upon the closing of the Business Combination.

        Pursuant to our current certificate of incorporation, we are providing our public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of Class A Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in our Trust Account that holds the proceeds (including interest not previously released to the Company to fund Regulatory Withdrawals and/or to pay its franchise and income taxes) of our IPO. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $14,000,000 that we will pay to the underwriters of our IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of investment securities held in our Trust Account of approximately $404,611,945 as of June 30, 2018, the estimated per share redemption price would have been approximately $10.12. Public stockholders may elect to redeem their shares even if they vote for the Business Combination. A public

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stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the shares of Class A Stock included in the units sold in our IPO. We refer to this as the "20% threshold." We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of shares of Class A Stock by our public stockholders will reduce the amount in our Trust Account, which held investment securities with a fair value of approximately $404,611,945 as of June 30, 2018. The Merger Agreement provides that our obligation to consummate the Business Combination is conditioned on the amount in the Trust Account and the proceeds from the Private Placement equaling or exceeding $550,000,000. The obligation of Greenlight to consummate the Business Combination is conditioned on the amount of the Trust Account and the proceeds from the Private Placement equaling or exceeding $600,000,000. These conditions to closing in the Merger Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Stock by our public stockholders, these conditions are not met (or waived), then we or Greenlight (as applicable) may elect not to consummate the Business Combination. In addition, in no event will we redeem shares of our Class A Stock in an amount that would result in the Company's failure to have net tangible assets in excess of $5,000,000. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to their shares of Class A Stock.

        Our Sponsor and current independent directors (our "Initial Stockholders"), as well as our officers and other current directors, have agreed to waive their redemption rights with respect to any shares of our common stock they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of our common stock they may hold in connection with the consummation of the Business Combination. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of common stock, including all of the Founder Shares. Our Initial Stockholders, directors and officers have agreed to vote any shares of the Company's common stock owned by them in favor of the Business Combination. The Founder Shares are subject to transfer restrictions.

        We are providing the accompanying proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by the Company's stockholders at the Special Meeting is included in this proxy statement. Whether or not you plan to attend the Special Meeting, we urge all Company stockholders to read this proxy statement, including the Annexes and the accompanying financial statements of the Company and Verra Mobility, carefully and in their entirety. In particular, we urge you to read carefully the section entitled "Risk Factors" beginning on page 63 of this proxy statement.

        After careful consideration, our Board has unanimously approved the Merger Agreement and the transactions contemplated therein, and unanimously recommends that our stockholders vote "FOR" adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Business Combination, and "FOR" all other proposals presented to our stockholders in the accompanying proxy statement. When you consider the Board's recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—Interests of Certain Persons in the Business Combination" for additional information.

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        Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote at the Special Meeting. Approval of the Nasdaq Proposal requires the affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. Approval of the Governance Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Directors are elected by a plurality of the votes cast in the Director Election Proposal; this means that the seven individuals nominated for election to the Board who receive the most "FOR" votes (among the shares of our common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting) will be elected. Approval of the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote at the Special Meeting.

        Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal are approved at the Special Meeting. Unless waived by the parties to the Merger Agreement, the closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal. Each of the proposals other than the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal, is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal, other than the Governance Proposal and the Adjournment Proposal, which are not conditioned on the approval of any other proposal set forth in this proxy statement.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted "FOR" each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

        TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT THE COMPANY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY'S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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        On behalf of our Board, I would like to thank you for your support of Gores Holdings II, Inc. and look forward to a successful completion of the Business Combination.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

        This proxy statement is dated [    ·    ], 2018 and is expected to be first mailed to Company stockholders on or about [    ·    ], 2018.

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NOTICE OF SPECIAL MEETING IN LIEU OF 2018 ANNUAL MEETING OF
STOCKHOLDERS OF GORES HOLDINGS II, INC.
TO BE HELD [    ·    ], 2018

To the Stockholders of Gores Holdings II, Inc.:

        NOTICE IS HEREBY GIVEN that a special meeting in lieu of 2018 annual meeting of the stockholders of Gores Holdings II, Inc., a Delaware corporation (the "Company"), will be held on [    ·    ] at [    ·    ] at [    ·    ] (the "Special Meeting"). You are cordially invited to attend the Special Meeting to conduct the following items of business:

1.

Business Combination Proposal—To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of June 21, 2018 (as amended on August 23, 2018 by that certain Amendment No. 1 to Agreement and Plan of Merger, a copy of which is attached to the accompanying proxy statement as Annex B ("Amendment No. 1 to the Merger Agreement"), and as it may be further amended from time to time, the "Merger Agreement") by and among the Company, First Merger Sub, Second Merger Sub, Greenlight and the Stockholder Representative, a copy of which is attached to this proxy statement as Annex A, and approve the transactions contemplated thereby, including, among other things: (i) the merger of First Merger Sub with and into Greenlight, with Greenlight continuing as the surviving corporation (the "First Merger") and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Greenlight with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity (the "Second Merger" and, together with the First Merger, the "Mergers" and, together with the other transactions contemplated by the Merger Agreement, the "Business Combination") (Proposal No. 1);



2.

Nasdaq Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company's issued and outstanding common stock in connection with the Business Combination and the Private Placement (as defined below) (Proposal No. 2);



3.

Charter Approval Proposal—To consider and act upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Annex C (Proposal No. 3);



4.

Governance Proposal—To consider and act upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Second Amended and Restated Certificate of Incorporation in accordance with SEC requirements (Proposal No. 4);



5.

Director Election Proposal—To consider and vote upon a proposal to elect seven directors to serve staggered terms on our Board until the 2019, 2020 and 2021 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 5);



6.

Incentive Plan Proposal—To consider and vote upon a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan (Proposal No. 6); and



7.

Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal. This proposal will only be presented at the Special Meeting if there are

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not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal (Proposal No. 7).

        The above matters are more fully described in this proxy statement, which also includes, as Annex A, a copy of the Merger Agreement and, as Annex B, Amendment No. 1 to the Merger Agreement. We urge you to read carefully this proxy statement in its entirety, including the Annexes and accompanying financial statements of the Company and Verra Mobility.

        The record date for the Special Meeting is [    ·    ], 2018. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

        Our Initial Stockholders, officers and other current directors have agreed to vote any Founder Shares held by them and any public shares purchased during or after our initial public offering (our "IPO") in favor of our Business Combination. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of common stock, including all of the Founder Shares.

        Pursuant to our current certificate of incorporation, we will provide our public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of the Company's Class A Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in our trust account that holds the proceeds (including interest not previously released to the Company to fund Regulatory Withdrawals and/or to pay its franchise and income taxes) of our IPO (the "Trust Account"). The per-share amount we will distribute to our stockholders who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $14,000,000 that we will pay to the underwriters of our IPO, as well as other transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of investment securities held in our Trust Account of approximately $404,611,945 as of June 30, 2018, the estimated per share redemption price would have been approximately $10.12. Public stockholders may elect to redeem their shares even if they vote "FOR" the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the shares of common stock included in the units sold in our IPO. We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of shares of Class A Stock by our public stockholders will reduce the amount in our Trust Account, which held investment securities with a fair value of approximately $404,611,945 as of June 30, 2018. The Merger Agreement provides that our obligation to consummate the Business Combination is conditioned on the amount in the Trust Account and the proceeds from the Private Placement equaling or exceeding $550,000,000. The obligation of Greenlight to consummate the Business Combination is conditioned on the amount of the Trust Account and the proceeds from the Private Placement equaling or exceeding $600,000,000. These conditions to closing in the Merger Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Stock by our public stockholders, these conditions are not met (or waived), then we or Greenlight (as applicable) may elect not to consummate the Business Combination. In addition, in no event will we redeem shares of our Class A Stock in an amount that would result in the Company's failure to have net tangible assets in excess of $5,000,000. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination.

        Our Initial Stockholders, current officers and other current directors have agreed to waive their redemption rights with respect to any shares of our common stock they may hold in connection with

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the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of our common stock they may hold in connection with the consummation of the Business Combination.

        The Business Combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal at the Special Meeting. Each of the proposals other than the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal, other than the Governance Proposal and the Adjournment Proposal, which are not conditioned on the approval of any other proposal set forth in this proxy statement.

        We anticipate raising additional proceeds to fund the Business Combination and related transactions through a private placement pursuant to which certain investors have agreed to purchase an aggregate of 43,478,261 shares of Class A Stock (the "Private Placement") for a discounted price of $9.20 per share for an aggregate commitment of approximately $400,000,000.

        A majority of the issued and outstanding shares of the Company's Common Stock entitled to vote as of the record date at the Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. The approval of the proposal to adopt the Merger Agreement and approve the transactions contemplated thereunder, including the Business Combination, requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote at the Special Meeting. The approval of the Nasdaq Proposal requires the affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. The approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. The approval of the Governance Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Directors are elected by a plurality of votes cast in the Director Election Proposal; this means that the seven individuals nominated for election to the Board who receive the most "FOR" votes (among the shares of our common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting) will be elected. The approval of the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote at the Special Meeting. The Board unanimously recommends that you vote "FOR" each of these proposals.

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SUMMARY TERM SHEET

        This summary term sheet, together with the sections entitled "Questions and Answers About the Proposals for Stockholders" and "Summary of the Proxy Statement," summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled "Frequently Used Terms."

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Gores Holdings II, Inc., a Delaware corporation, which we refer to as "we," "us," "our," or the "Company," is a special purpose acquisition company 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.



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There are currently 50,000,000 shares of Common Stock, par value $0.0001 per share, of the Company, issued and outstanding, consisting of (i) 40,000,000 shares of Class A Stock originally sold as part of the IPO, and (ii) 10,000,000 shares of Class F Stock that were initially issued to our Sponsor, prior to our IPO. There are currently no shares of Company preferred stock issued and outstanding. In addition, we issued 13,333,333 public warrants to purchase Class A Stock (originally sold as part of the units issued in our IPO) as part of our IPO along with 6,666,666 Private Placement Warrants issued to our Sponsor in a private placement on the IPO closing date. Each warrant entitles its holder to purchase one share of our Class A Stock at an exercise price of $11.50 per share, to be exercised only for a whole number of shares of our Class A Stock. The warrants will become exercisable 30 days after the completion of our initial business combination, and they expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Company's Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by our Sponsor or its permitted transferees. For more information regarding the warrants, please see the section entitled "Description of the Securities."



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Verra Mobility is a leading provider of smart mobility technology solutions and services throughout the United States, Canada and Europe. Verra Mobility provides integrated technology solutions and services which include toll and violations management, title and registration, automated safety solutions, and other data driven solutions to its customers, which include rental car companies ("RACs"), fleet management companies ("FMCs"), other large fleet owners, municipalities, school districts and violation issuing authorities. Verra Mobility's solutions simplify the smart mobility ecosystem by utilizing industry leading capabilities, information and technology expertise, and integrated hardware and software to efficiently facilitate the automated processing of tolls and violations for hundreds of agencies and millions of end users annually while also making cities and roadways safer for everyone. Based in Mesa, Arizona, Verra Mobility operates through two primary segments—Commercial Services and Government Solutions. Through its Commercial Services segment, Verra Mobility is the market leading provider of automated toll and violations management and title and registration solutions to RACs, FMCs and other large fleet owners in the United States and Canada. In Europe, Verra Mobility works with violation issuing authorities and specializes in the identification, notification, and collection of unpaid traffic, parking, and public transportation related violations incurred by vehicles registered in a country other than that in which the violation occurred. Through its Government Solutions segment, Verra Mobility is the market leading provider of automated safety solutions to municipalities and school districts, including

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services and technology that enable photo enforcement via road safety camera programs related to red light, speed, school bus, and city bus lanes. For more information about Verra Mobility, please see the sections entitled "Information About Verra Mobility," "Verra Mobility's Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Management after the Business Combination."

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Greenlight is the ultimate parent company of Verra Mobility as shown in more detail in the section entitled "Summary of the Proxy Statement—Organizational Structure."



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Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate merger consideration to be paid in connection with the Business Combination is expected to be approximately $2.3 billion, which amount will be: (i) increased or decreased by the amount, if any, by which Greenlight's working capital at closing is greater than or less than $52,000,000, as the case may be (in each case, subject to certain limitations); (ii) increased by the amount of cash held by Greenlight as of the closing of the Business Combination; (iii) increased by the amount, if any, by which any income tax refunds of Greenlight and its subsidiaries (to the extent not yet received in cash by Greenlight or its subsidiaries prior to the Business Combination) for the taxable period (or portion thereof) ending on the date of the closing of the Business Combination and the taxable period ending on December 31, 2017 (or, with respect to any non-calendar year taxpayer for income tax purposes, the taxable year immediately preceding the taxable year (or portion thereof) ending on the date of the closing of the Business Combination for which final income tax returns have not been filed) exceed the accrued but unpaid income taxes of Greenlight and its subsidiaries for such tax periods; (iv) decreased by the amount, if any, by which any accrued but unpaid income taxes of Greenlight and its subsidiaries for the taxable period (or portion thereof) ending on the date of the closing of the Business Combination and the taxable period ended on December 31, 2017 (or, with respect to any non-calendar year taxpayer for income tax purposes, the taxable year immediately preceding the taxable year (or portion thereof) ending on the date of the closing of the Business Combination for which final income tax returns have not been filed) exceed any income tax refunds of Greenlight and its subsidiaries to the extent not yet received in cash by Greenlight or its subsidiaries prior to the Business Combination for such taxable periods; (v) decreased by the amount of Greenlight's outstanding indebtedness under its existing credit facilities; (vi) decreased by the amount by which Greenlight's transaction expenses exceed $20,000,000; and (vii) decreased by the amount payable by Greenlight to the employees of Greenlight pursuant to the Participation Plan. The consideration to be paid to the Greenlight Stockholders will be a combination of cash and stock.



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The amount of cash consideration payable to the Greenlight Stockholders is the sum of: (i) cash available to us from the Trust Account, after giving effect to taxes payable and any redemptions that may be elected by any of our public stockholders for their pro rata share of the aggregate amount of funds on deposit in the Trust Account as of two business days prior to the closing of the Business Combination (which instructions to redeem such public shares are further discussed in this proxy statement); plus (ii) the anticipated gross proceeds of approximately $400,000,000 from the Private Placement; less (iii) certain transaction fees and expenses of the Company, including the payment of deferred underwriting commissions agreed to at the time of our IPO; less (iv) certain payments to participants in the Participation Plan, less (v) approximately $132,515,647 that will be used to repay a portion of the existing indebtedness of Greenlight. The remainder of the consideration paid to the Greenlight Stockholders will be stock consideration, consisting of approximately 65,200,000 newly issued shares of our Class A Stock, which shares will be valued at $10.00 per share for purposes of determining the aggregate number of shares payable to the Greenlight Stockholders for their ownership interests therein. The foregoing consideration to be paid to the Greenlight Stockholders may be further increased by amounts

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payable under the Tax Receivable Agreement and amounts payable as earn-out shares of Class A Stock. The number of shares of Class A Stock issued to the Greenlight Stockholders as stock consideration is subject to adjustment, depending on, among other things, the level of redemptions of shares of Class A Stock by our public stockholders or in certain cases to preserve the intended tax-free treatment of the Business Combination. To the extent the Stock Consideration were increased to preserve the intended tax-free treatment of the Business Combination, there would be a corresponding reduction to the cash consideration paid to the Greenlight Stockholders. At the closing of the Business Combination, each Greenlight Stockholder will receive shares of Class A Stock, but only the Platinum Stockholder will be entitled to receive the cash consideration. Following the closing of the Business Combination, each Greenlight Stockholder may receive cash consideration as a result of any upward adjustment of the purchase price, but only the Platinum Stockholder will receive any amounts payable under the Tax Receivable Agreement or amounts payable as earn-out shares of Class A Stock. For more information about the Merger Agreement, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement."

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It is anticipated that, upon completion of the Business Combination: (i) the Company's public stockholders (other than the Private Placement Investors) will retain an ownership interest of approximately 26% in the post-combination company; (ii) the Private Placement Investors will own approximately 28% of the post-combination company (such that public stockholders, including Private Placement Investors, will own approximately 54% of the post-combination company); (iii) our Initial Stockholders will own approximately 4% of the post-combination company, after giving effect to the cancellation of approximately 3,478,261 Founder Shares held by our Sponsor without giving effect to the expected distribution of Founder Shares to members of our Sponsor immediately prior to closing; and (iv) the Greenlight Stockholders will own approximately 42% of the post-combination company. These levels of ownership interest assume that no shares are elected to be redeemed. The Private Placement Investors have agreed to purchase in the aggregate approximately 43,478,261 shares of Class A Stock, for approximately $400,000,000 of gross proceeds, in the Private Placement. In this proxy statement, we assume that approximately $400,000,000 of the gross proceeds from the Private Placement, in addition to $400,000,000 of the funds from the Trust Account, will be used to fund the cash consideration payable pursuant to the Merger Agreement, the repayment of approximately $132,515,647 of Greenlight's existing indebtedness and the payment of certain transaction expenses. The ownership percentage with respect to the post-combination company following the Business Combination (a) does not take into account (1) warrants to purchase Class A Stock that will remain outstanding immediately following the Business Combination or (2) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement as Annex I, but (b) does include Founder Shares, which will be converted into shares of Class A Stock at the closing of the Business Combination on a one-for-one basis (after giving effect to the cancellation of approximately 3,478,261 of such shares and even though such shares of Class A Stock will be subject to transfer restrictions). If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company's existing stockholders in the post-combination company will be different. For more information, please see the sections entitled "Summary of the Proxy Statement—Impact of the Business Combination on the Company's Public Float" and "Unaudited Pro Forma Condensed Combined Financial Information."



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Our management and Board considered various factors in determining whether to approve the Merger Agreement and the transactions contemplated thereby, including the Business Combination, including that Verra Mobility is a leading provider of tech-enabled smart transportation solutions with market-leading positions for integrated toll management services in North America and road safety cameras in the United States, and superior scale, comprehensive

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and diverse product platforms, and robust portfolio of patents and other proprietary technology, which the Board believes positions Verra Mobility for future growth and profitability. For more information about our decision-making process, see the section entitled "Proposal No. 1—Approval of the Business Combination—The Company's Board of Directors' Reasons for the Approval of the Business Combination."

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Pursuant to our current certificate of incorporation, in connection with the Business Combination, holders of our public shares may elect to have their Class A Stock redeemed for cash at the applicable redemption price per share calculated in accordance with our current certificate of incorporation. As of June 30, 2018, the redemption price would have been approximately $10.12 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of our Class A Stock for cash and will no longer own shares of the post-combination company and will not participate in the future growth of the post-combination company, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the Special Meeting. Please see the section entitled "Special Meeting in Lieu of 2018 Annual Meeting of the Company's Stockholders—Redemption Rights."



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In addition to voting on the proposal to adopt the Merger Agreement and approve the transactions contemplated thereunder, including the Business Combination, at the Special Meeting, the stockholders of the Company will be asked to vote on:



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a proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the Company's issued and outstanding Common Stock in connection with the Business Combination and the Private Placement (the "Nasdaq Proposal" or "Proposal No. 2");



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a proposal to adopt the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Annex C (the "Charter Approval Proposal" or "Proposal No. 3"),



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a separate proposal with respect to certain governance provisions in the Second Amended and Restated Certificate of Incorporation, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis (the "Governance Proposal" or "Proposal No. 4")



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a proposal to elect seven directors to serve staggered terms on our Board until the 2019, 2020 and 2021 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified (the "Director Election Proposal" or "Proposal No. 5");



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a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan (the "Incentive Plan Proposal" or "Proposal No. 6"); and



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a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the Nasdaq Proposal (the "Adjournment Proposal" or "Proposal No. 7").

Please see the sections entitled "Proposal No. 1—Approval of the Business Combination," "Proposal No. 2—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Business Combination and the Private Placement," "Proposal No. 3—Approval of the Second Amended and Restated Certificate of Incorporation," "Proposal No. 4—Approval of Certain Governance Provisions in the Second Amended and Restated Certificate of Incorporation," "Proposal No. 5—Election of Directors to the

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Board of Directors," "Proposal No. 6—Approval of the Incentive Plan, Including the Authorization of the Initial Share Reserve under the Incentive Plan," and "Proposal No. 7—The Adjournment Proposal." The Business Combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal at the Special Meeting. Each of the proposals other than the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal, other than the Governance Proposal and the Adjournment Proposal, which are not conditioned on the approval of any other proposal set forth in this proxy statement.

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Upon consummation of the Business Combination, our Board anticipates increasing its initial size from four directors to seven directors, with each Class I director having a term that expires at the post-combination company's annual meeting of stockholders in 2019, each Class II director having a term that expires at the post-combination company's annual meeting of stockholders in 2020 and each Class III director having a term that expires at the post-combination company's annual meeting of stockholders in 2021, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled "Proposal No. 5—Election of Directors to the Board of Directors" and "Management After the Business Combination" for additional information.



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Unless waived by the parties to the Merger Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, expiration of the waiting period under the HSR Act, receipt of certain stockholder approvals contemplated by this proxy statement and the availability of minimum cash amounts at closing. For more information about the closing conditions to the Business Combination, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement—Conditions to Closing of the Business Combination."



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The Merger Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or by the Company or the Stockholder Representative in specified circumstances. For more information about the termination rights under the Merger Agreement, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement—Termination."



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The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled "Risk Factors."



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In considering the recommendation of our Board to vote for the proposals presented at the Special Meeting, including the Business Combination Proposal, you should be aware that aside from their interests as stockholders, our Sponsor and certain members of our Board and officers have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:



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the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

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the fact that our Initial Stockholders have agreed to waive their rights to conversion price adjustments with respect to any shares of our Common Stock they may hold in connection with the consummation of the Business Combination;



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the fact that our Sponsor paid an aggregate of $25,000 for 10,781,250 Founder Shares and (after giving effect to the cancellation of (i) 781,250 Founder Shares on February 27, 2017 and (ii) approximately 3,478,261 Founder Shares at the time of the Business Combination) the remaining 6,521,739 Founder Shares will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $65,217,390 (after giving effect to the cancellation of approximately 3,478,261 Founder Shares) but, given the restrictions on such shares, we believe such shares have less value;



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the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business combination by January 19, 2019;



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the fact that our Sponsor paid an aggregate of approximately $10,000,000 for its 6,666,666 Private Placement Warrants to purchase shares of Class A Stock and that such Private Placement Warrants will expire worthless if a business combination is not consummated by January 19, 2019;



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the continued right of our Sponsor to hold our Class A Stock and the shares of Class A Stock to be issued to our Sponsor upon exercise of its Private Placement Warrants following the Business Combination, subject to certain lock-up periods;



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if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;



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the anticipated continuation of two of our existing directors, Messrs. Randall Bort and Jeffrey Rea, as directors of the post-combination company;



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the continued indemnification of our existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;



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the fact that our Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by January 19, 2019;



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that, as described in the Charter Approval Proposal and reflected in Annex C, our proposed Second Amended and Restated Certificate of Incorporation will be amended to exclude The Gores Group and Platinum Equity and each of their successors, certain affiliates and each of their respective transferees as "interested parties" from the list of prohibited business combinations not in compliance with Section 203 of the DGCL;



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that, at the closing of the Business Combination we will enter into the Registration Rights Agreement with the Restricted Stockholders, which provides for registration rights to Restricted Stockholders and their permitted transferees;

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that certain employees and affiliates of our Sponsor have committed to purchase up to 4,203,795 shares of Class A Stock in the Private Placement for an aggregate commitment of approximately $38,674,914; and



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the fact that Alec Gores, our Chairman, is the brother of Tom Gores, the Chief Executive Officer and Chairman of Platinum Equity, and that Tom Gores and certain employees and affiliates of Platinum Equity would participate in the Private Placement. Platinum Equity currently holds a controlling stake in Verra Mobility through the Platinum Stockholder, which will receive all of the cash consideration and a portion of the stock consideration to be paid in connection with the business combination. The Platinum Stockholder will retain approximately 34% of voting power in the post-combination company assuming no share redemptions and 47% of voting power assuming maximum share redemptions. The Platinum Stockholder will also have the right to nominate up to three directors to the post-closing company's board of directors, of whom one will initially be the current Chief Executive Officer of Verra Mobility as a Class II director and the other two will initially be representatives of the Platinum Stockholder as Class III directors. In addition, if one of the Platinum Stockholder's nominees is elected, one of the Platinum Stockholder's nominees will serve as the chairman of the board of directors and the Platinum Stockholder will have the right to appoint one representative to each committee of the board of the post-closing company. The Platinum Stockholder's right to nominate directors to the post-closing company's board is subject to maintaining its ownership percentage of the total outstanding shares of Class A Stock at certain levels as discussed elsewhere in this proxy statement.

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FREQUENTLY USED TERMS

        Unless otherwise stated or unless the context otherwise requires, the terms "we," "us," "our," the "Company" and "Gores" refer to Gores Holdings II, Inc., and the term "post-combination company" refers to the Company following the consummation of the Business Combination.

        In this proxy statement:

        "Amendment No. 1 to the Merger Agreement" means that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of August 23, 2018, by and among the parties to the Merger Agreement, a copy of which is attached as Annex B to this proxy statement.

        "Board" or "Board of Directors" means the board of directors of the Company.

        "Business Combination" means the transactions contemplated by the Merger Agreement, including: (i) the merger of First Merger Sub with and into Greenlight, with Greenlight continuing as the surviving corporation (the "First Merger"); and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Greenlight with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity.

        "Class A Stock" means the shares of Class A Common Stock, par value $0.0001 per share, of the Company.

        "Class F Stock" means the shares of Class F Common Stock, par value $0.0001 per share, of the Company.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Common Stock" means the shares of common stock, par value $0.0001 per share, of the Company, consisting of Class A Stock and Class F Stock.

        "Company" means Gores Holdings II, Inc., a Delaware corporation.

        "current certificate of incorporation" or "current certificate" means our amended and restated certificate of incorporation, dated January 12, 2017.

        "DGCL" means the General Corporation Law of the State of Delaware.

        "EPC" means Euro Parking Collection plc.

        "Escrow Agreement" means the Escrow Agreement, substantially in the form attached to this proxy statement as Annex J, which the post-combination company, PE Greenlight Holdings, LLC, in its capacity as the stockholders' representative, and Deutsche Bank Trust Company Americas will enter into at the closing of the Business Combination.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "EY" means Ernst & Young LLP, independent registered public accounting firm to Verra Mobility.

        "First Merger Sub" means AM Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company.

        "Founder Shares" means the 10,000,000 shares of Class F Stock that are currently owned by our Initial Stockholders, of which 9,925,000 shares are held by our Sponsor and 25,000 shares are held by each of Mr. Randall Bort, Mr. William Patton and Mr. Jeffrey Rea.

        "Gibson Dunn" means Gibson, Dunn & Crutcher LLP, counsel to Verra Mobility.

        "Greenlight" means Greenlight Holding II Corporation, a Delaware corporation, and additionally, when such term is used in reference to rights, obligations or covenants under the Merger Agreement, Greenlight Holding II Corporation's subsidiaries.

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        "Greenlight Stockholder" means a holder of a share of common stock, par value $0.01 per share, of Greenlight that is issued and outstanding immediately prior to the effective time of the First Merger.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        "HTA" means Highway Toll Administration LLC.

        "Initial Stockholders" means our Sponsor and Mr. Randall Bort, Mr. William Patton and Mr. Jeffrey Rea, the Company's independent directors.

        "Investment Company Act" means the Investment Company Act of 1940, as amended.

        "Investor Rights Agreement" means the Investor Rights Agreement, substantially in the form attached as Annex K to this proxy statement, which the post-combination company and PE Greenlight Holdings, LLC will enter into at the closing of the Business Combination.

        "IPO" means the Company's initial public offering, consummated on January 19, 2017, through the sale of 40,000,000 public units (including 2,500,000 units sold pursuant to the underwriters' partial exercise of their over-allotment option) at $10.00 per unit.

        "KPMG" means KPMG LLP, an independent registered public accounting firm.

        "Leader," "market leader," "market leading position" and other similar statements included in this proxy statement and, in particular, in the sections entitled "Summary Term Sheet," "Questions and Answers about the Proposals for Stockholders" and "Information about Verra Mobility," regarding Verra Mobility, its segments and its tech-enabled smart transportation solutions are based on, in particular, with respect to the Commercial Services segment and its integrated management services, the fact there is no single competitor that provides a similarly broad suite of solutions, and, with respect to the Government Solutions segment and its automated safety solutions, on the number of installed systems. Verra Mobility bases these conclusions on publicly available information, reports of government agencies, and published industry sources such as The International Bridge, Tunnel and Turnpike Association ("IBTTA"), a worldwide association for the owners and operators of toll facilities and the businesses that serve them, Automotive Fleet Magazine, and Technavio, a market research company, as well as Verra Mobility's internal research, calculations and assumptions based on its analysis of such information and data and its knowledge of its industries and markets. Verra Mobility believes these estimates to be accurate as of the date of this proxy statement.

        "Merger Agreement" means that certain Agreement and Plan of Merger, dated as of June 21, 2018, by and among the Company, First Merger Sub, Second Merger Sub, Greenlight, and PE Greenlight Holdings, LLC, in its capacity as the Stockholder Representative thereunder, as amended by that certain Amendment No. 1 to the Merger Agreement.

        "Moelis" means Moelis & Company LLC.

        "Morrow" means Morrow Sodali, proxy solicitor to the Company.

        "Nasdaq" means the National Association of Securities Dealers Automated Quotations Capital Market.

        "Participation Plan" means the Greenlight Holding Corporation 2018 Participation Plan.

        "Platinum Equity" means Platinum Equity, LLC, its sponsored funds and affiliated private equity vehicles.

        "Platinum Stockholder" means PE Greenlight Holdings, LLC, in its capacity as a Greenlight Stockholder.

        "Private Placement" means the private placement of 43,478,261 shares of Class A Stock with a limited number of qualified institutional buyers and accredited investors (as defined by Rule 501 of

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Regulation D) pursuant to Section 4(a)(2) of the Securities Act, for gross proceeds to the Company in an aggregate amount of approximately $400,000,000.

        "Private Placement Investors" means certain employees and affiliates of our Sponsor and certain other "accredited investors" (as defined in Rule 501 under the Securities Act).

        "Private Placement Warrants" means the warrants held by our Sponsor that were issued to our Sponsor on the IPO closing date, each of which is exercisable for one share of Class A Stock, in accordance with its terms.

        "public shares" means shares of Class A Stock included in the units issued in the Company's IPO.

        "public stockholders" means holders of public shares, including our Initial Stockholders to the extent our Initial Stockholders hold public shares, provided, that our Initial Stockholders will be considered a "public stockholder" only with respect to any public shares held by them.

        "public units" or "units" means one share of Class A Stock and one public warrant of the Company, whereby each public warrant entitles the holder thereof to purchase one share of Class A Stock at an exercise price of $11.50 per share of Class A Stock, sold in the IPO.

        "public warrants" means the warrants included in the units issued in the Company's IPO, each of which is exercisable for one share of Class A Stock, in accordance with its terms.

        "Registration Rights Agreement" means that certain Amended and Restated Registration Rights Agreement to be entered into at the closing of the transactions contemplated by the Merger Agreement, including the Business Combination, by the Company, our Sponsor, Mr. Randall Bort, Mr. William Patton, Mr. Jeffrey Rea and the Greenlight Stockholders.

        "Regulatory Withdrawals" means funds released to the Company from the Trust Account to fund regulatory compliance requirements and other costs related thereto, subject to an annual limit of $750,000, for a maximum of 24 months.

        "Related Agreements" means, collectively, the Registration Rights Agreement, the Investor Rights Agreement, the Tax Receivable Agreement, the Escrow Agreement and the Subscription Agreements.

        "Restricted Gores Stockholders" means, collectively, our Sponsor, Mr. Randall Bort, Mr. William Patton and Mr. Jeffrey Rea.

        "Restricted Stockholders" means the Restricted Gores Stockholders and the Greenlight Stockholders.

        "Rollover Credit Agreements" means, collectively, in each case, to the extent outstanding following the closing of the Business Combination: (i) the First Lien Term Loan Credit Agreement, dated as of March 1, 2018, among Greenlight Acquisition Corporation, a Delaware corporation, Verra Mobility Corporation (f/k/a ATS Consolidated, Inc.), a Delaware corporation, American Traffic Solutions, Inc., a Kansas corporation, and Lasercraft, Inc., a Georgia corporation, the lenders party thereto from time to time, and Bank of America, as the administrative agent and the collateral agent (the "First Lien Term Loan Facility"); (ii) the Second Lien Term Loan Credit Agreement, dated as of March 1, 2018, among Greenlight Acquisition Corporation, a Delaware corporation, Verra Mobility Corporation (f/k/a ATS Consolidated, Inc.), a Delaware corporation, American Traffic Solutions, Inc., a Kansas corporation, and Lasercraft, Inc., a Georgia corporation, the lenders party thereto from time to time, and Bank of America, as the administrative agent and the collateral agent (the "Second Lien Term Loan Facility"); and (iii) the Revolving Credit Agreement, dated as of March 1, 2018, among Greenlight Acquisition Corporation, a Delaware corporation, Verra Mobility Corporation (f/k/a ATS Consolidated, Inc.), a Delaware corporation, the other Borrowers (for this purpose only, as defined therein) party thereto from time to time, the lenders party thereto from time to time, and Bank of America, as the

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administrative agent and the collateral agent (the "Revolving Credit Facility"), in the case of each of the foregoing (i), (ii) and (iii), as amended or otherwise modified from time to time.

        "SEC" means the United States Securities and Exchange Commission.

        "Second Amended and Restated Certificate of Incorporation" means the proposed Second Amended and Restated Certificate of Incorporation of the Company, a form of which is attached hereto as Annex C, which will become the post-combination company's certificate of incorporation upon the approval of the Charter Approval Proposal, assuming the consummation of the Business Combination.

        "Second Merger Sub" means AM Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Special Meeting" means the special meeting in lieu of the 2018 annual meeting of the stockholders of the Company that is the subject of this proxy statement.

        "Sponsor" means Gores Sponsor II LLC, a Delaware limited liability company.

        "Stock Consideration" means the Company Class A Stock to be issued to the Greenlight Stockholders pursuant to the transactions contemplated by the Merger Agreement, including any Earn-Out Shares issuable pursuant to Article III thereof.

        "Subscription Agreements" means, collectively, those certain subscription agreements entered into between the Company and certain investors, including certain employees and affiliates of our Sponsor.

        "The Gores Group" means The Gores Group LLC, an affiliate of our Sponsor.

        "Tax Receivable Agreement" means that certain Tax Receivable Agreement to be entered into at the closing of the transactions contemplated by the Merger Agreement, including the Business Combination, by the Company, the Platinum Stockholder and the Stockholder Representative.

        "Transfer Agent" means Continental Stock Transfer & Trust Company.

        "Trust Account" means the trust account of the Company that holds the proceeds from the Company's IPO.

        "Trustee" means Continental Stock Transfer & Trust Company.

        "Verra Mobility" means, prior to the Business Combination, Verra Mobility Corporation, a Delaware corporation, formerly known as ATS Consolidated, Inc., and its subsidiaries. After the Business Combination, Verra Mobility will mean [    ·    ].

        "Verra Mobility Holdings" means Verra Mobility Holdings, LLC, a Delaware LLC, formerly known as AM Merger Sub II, LLC.

        "Weil" means Weil, Gotshal & Manges LLP, counsel to the Company.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

        The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held on [    ·    ] at [    ·    ] local time at [    ·    ].

Q:

Why am I receiving this proxy statement?

A:

Our stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination, among other proposals. We have entered into the Merger Agreement providing for, among other things: (i) the merger of First Merger Sub with and into Greenlight, with Greenlight continuing as the surviving corporation (the "First Merger") and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Greenlight with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity (the "Second Merger"), which, together with the First Merger and the other transactions contemplated by the Merger Agreement we refer to herein as the "Business Combination." You are being asked to vote on the Business Combination between us and Greenlight. Subject to the terms of the Merger Agreement, the aggregate merger consideration to be paid in connection with the Business Combination is expected to be approximately $2.3 billion. A copy of the Merger Agreement is attached to this proxy statement as Annex A and Amendment No. 1 to the Merger Agreement is attached to this proxy statement as Annex B.

This proxy statement and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

Q:

When and where is the Special Meeting?

A:

The Special Meeting will be held on [    ·    ] at [    ·    ] local time at [    ·    ].

Q:

What are the specific proposals on which I am being asked to vote at the Special Meeting?

A:

The Company's stockholders are being asked to approve the following proposals:

1.

Business Combination Proposal—To adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination (Proposal No. 1);

2.

Nasdaq Proposal—To approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the Company's issued and outstanding Common Stock in connection with the Business Combination and the Private Placement (Proposal No. 2);

3.

Charter Approval Proposal—To consider and act upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Annex C (Proposal No. 3);

4.

Governance Proposal—To consider and act upon a separate proposal with respect to certain governance provisions in the Second Amended and Restated Certificate of Incorporation,

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which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis (Proposal No. 4);

5.

Director Election Proposal—To elect seven directors to serve staggered terms on our Board until the 2019, 2020 and 2021 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 5);



7.

Incentive Plan Proposal—To consider and vote upon a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan (Proposal No. 6); and



8.

Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal (Proposal No. 7).

Q:

Are the proposals conditioned on one another?

A:

Yes. The Business Combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal at the Special Meeting. Each of the proposals other than the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal, other than the Governance Proposal and the Adjournment Proposal, which are not conditioned on the approval of any other proposal set forth in this proxy statement. It is important for you to note that in the event that the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal do not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by January 19, 2019, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

Q:

Why is the Company providing stockholders with the opportunity to vote on the Business Combination?

A:

Under our current certificate of incorporation, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of our Business Combination. The adoption of the Merger Agreement is required under Delaware law and the approval of the Business Combination is required under our current certificate of incorporation. In addition, such approval is also a condition to the closing of the Business Combination under the Merger Agreement.

Q:

What revenues and profits/losses has Verra Mobility generated in the last three years?

A:

For the years ended December 31, 2015 and December 31, 2016 and the fiscal periods from January 1, 2017 to May 31, 2017 (Predecessor) and June 1, 2017 to December 31, 2017 (Successor), Verra Mobility had total revenue of $203.6 million, $230.7 million, $93.9 million and

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$138.2 million, respectively, and net income of $11.4 million, $29.0 million, $1.2 million and $18.2 million, respectively. For additional information, please see the sections entitled "Selected Historical Financial Information of Verra Mobility" and "Verra Mobility Management's Discussion and Analysis of Financial Condition and Results of Operations."

Q:

What will happen in the Business Combination?

A:

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, the Company will acquire Verra Mobility in a series of transactions we collectively refer to as the "Business Combination." At the closing of the Business Combination contemplated by the Merger Agreement, the parties will undertake the following transactions: (i) the merger of First Merger Sub with and into Greenlight, with Greenlight continuing as the surviving corporation; and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Greenlight with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity. As a result of the First Merger, at the closing of the Business Combination and in connection with the First Merger, the Company will own 100% of the outstanding common stock of Greenlight and each share of common stock of Greenlight will be cancelled and converted into the right to receive a portion of the consideration. As a result of the Second Merger, the Company will own 100% of the outstanding interests in the Second Merger Sub. After the Business Combination, the Company will own, directly or indirectly, all the stock of Greenlight and its subsidiaries.

Q:

Following the Business Combination, will the Company's securities continue to trade on a stock exchange?

A:

Yes. We intend to apply to continue the listing of the post-combination company's Class A Stock and public warrants on Nasdaq under the symbols "VRRM" and VRRMW, respectively, upon the closing of the Business Combination.

Q:

How has the announcement of the Business Combination affected the trading price of the Company's Class A Stock?

A:

On June 20, 2018, the trading date before the public announcement of the Business Combination, the Company's public units, Class A Stock and warrants closed at $10.58, $10.08 and $1.66, respectively. On [    ·    ], 2018, the trading date immediately prior to the date of this proxy statement, the Company's public units, Class A Stock and warrants closed at $[    ·    ], $[    ·    ] and $[    ·    ], respectively.

Q:

How will the Business Combination impact the shares of the Company outstanding after the Business Combination?

A:

As a result of the Business Combination and the consummation of the transactions contemplated thereby, including the Private Placement, the amount of Common Stock outstanding will increase by approximately 210% to approximately 155,200,000 shares of Common Stock (assuming that no shares of Class A Stock are redeemed). Additional shares of Common Stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding, including: (i) issuance of shares of Class A Stock as earn-out shares for achievement of specified thresholds in the Merger Agreement, and (ii) issuance of shares of Class A Stock upon exercise of the public warrants and Private Placement Warrants after the Business Combination. The issuance and sale of such shares in the public market could adversely impact the market price of our Common Stock, even if our business is doing well. Additionally, pursuant to the Incentive Plan, a copy of which is attached to this proxy statement as Annex I, following the closing of the Business Combination, the Company will grant awards of restricted stock units equal to approximately 3%

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of its outstanding capital stock as of closing that will vest ratably over four years (subject to continued employment) to certain individuals who executed releases in connection with Participation Plan, as a material inducement to their entering into employment with the Company (or any of its subsidiaries) following the closing, subject to certain limitations and in consultation with and based on the recommendations of the Chief Executive Officer of the Company.

Q:

Is the Business Combination the first step in a "going private" transaction?

A:

No. The Company does not intend for the Business Combination to be the first step in a "going private" transaction. One of the primary purposes of the Business Combination is to provide a platform for Verra Mobility to access the U.S. public markets.

Q:

Will the management of Verra Mobility change in the Business Combination?

A:

We anticipate that all of the executive officers of Verra Mobility will remain with the post-combination company. Messrs. Randall Bort, Jacob Kotzubei, Bryan Kelln, Jeffrey Rea, David Roberts, Jay Geldmacher and John Rexford have each been nominated to serve as directors of the post-combination company upon completion of the Business Combination. Please see the sections entitled "Proposal No. 8—Election of Directors to the Board of Directors" and "Management After the Business Combination" for additional information.

Q:

What equity stake will current stockholders of the Company, Private Placement Investors and the Greenlight Stockholders hold in the post-combination company after the closing?

A:

It is anticipated that, upon completion of the Business Combination: (i) the Company's public stockholders (other than the Private Placement Investors) will retain an ownership interest of approximately 26% in the post-combination company; (ii) the Private Placement Investors will own approximately 28% of the post-combination company (such that public stockholders, including Private Placement Investors, will own approximately 54% of the post-combination company); (iii) our Initial Stockholders will own approximately 4% of the post-combination company, after giving effect to the cancellation of approximately 3,478,261 Founder Shares held by our Sponsor without giving effect to the expected distribution of Founder Shares to members of our Sponsor immediately prior to closing; and (iv) the Greenlight Stockholders will own approximately 42% of the post-combination company. These levels of ownership interest assume that no shares are elected to be redeemed. The Private Placement Investors have agreed to purchase in the aggregate approximately 43,478,261 shares of Class A Stock, for approximately $400,000,000 of gross proceeds, in the Private Placement. In this proxy statement, we assume that approximately $400,000,000 of the gross proceeds from the Private Placement, in addition to $400,000,000 of the funds from the Trust Account, will be used to fund the cash consideration payable pursuant to the Merger Agreement, the repayment of approximately $132,515,647 of Greenlight's existing indebtedness and the payment of certain transaction expenses. The ownership percentage with respect to the post-combination company following the Business Combination (a) does not take into account (1) warrants to purchase Class A Stock that will remain outstanding immediately following the Business Combination or (2) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement as Annex I, but (b) does include Founder Shares, which will be converted into shares of Class A Stock at the closing of the Business Combination on a one-for-one basis (after giving effect to the cancellation of approximately 3,478,261 of such shares and even though such shares of Class A Stock will be subject to transfer restrictions). If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company's existing stockholders in the post-combination company will be different. For more information, please see the sections entitled "Summary of the Proxy Statement—Impact of the Business

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Combination on the Company's Public Float" and "Unaudited Pro Forma Condensed Combined Financial Information."

Q:

Will the Company obtain new financing in connection with the Business Combination?

A:

Yes. The Company will use the proceeds from the Private Placement, together with the funds in the Trust Account, to fund the cash consideration payable to the Greenlight Stockholders in the Business Combination, to repay approximately $132,515,647 of the existing indebtedness of Greenlight and to pay certain transaction expenses. The Private Placement is contingent upon, among other things, stockholder approval of the Business Combination Proposal and the closing of the Business Combination. In addition, the Company will be assuming approximately $852,000,000 of the existing net indebtedness of Greenlight. The Company does not anticipate obtaining any new debt financing to fund the Business Combination.

Q:

What conditions must be satisfied to complete the Business Combination?

A:

There are a number of closing conditions in the Merger Agreement, including the expiration of the applicable waiting period under the HSR Act and the approval by the stockholders of the Company of the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement."

Q:

Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its Trust Account and from the Private Placement, to fund the aggregate purchase price?

A:

Unless waived by the Company or Greenlight, as applicable, the Merger Agreement provides that (i) our obligation to consummate the Business Combination is conditioned on the amount in the Trust Account and the proceeds from the Private Placement equaling or exceeding $550,000,000, and (ii) the obligation of Greenlight to consummate the Business Combination is conditioned on the amount of the Trust Account and the proceeds from the Private Placement equaling or exceeding $600,000,000.

The Private Placement Investors have agreed to purchase approximately 43,478,261 shares of Class A Stock in the aggregate in the Private Placement at a discounted price of $9.20 per share (subject to customary terms and conditions, including the closing of the Business Combination) for gross proceeds to the Company of approximately $400,000,000 pursuant to Subscription Agreements entered into at the signing of the Merger Agreement.

The Company will use the proceeds of the Private Placement, together with the funds in the Trust Account, to fund the cash consideration in the Business Combination, to repay approximately $132,515,647 of the existing indebtedness of Greenlight and to pay certain transaction expenses. In order to facilitate the Business Combination, the Sponsor, has agreed to cancel 3,478,261 shares of Class F Stock issued to it prior to our IPO ("Founder Shares") and the Company has agreed to the purchase of shares of Class A Stock by the participants in the Private Placement (pursuant to subscription agreements entered into in connection therewith) at a discounted price of $9.20 per share. The Private Placement is contingent upon, among other things, stockholder approval of the Business Combination Proposal and the closing of the Business Combination.

Q:

Why is the Company proposing the Nasdaq Proposal?

A:

We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (d), which require stockholder approval of certain transactions that result in the issuance of 20%

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or more of the outstanding voting power or shares of Common Stock outstanding before the issuance of stock or securities.

In connection with the Business Combination, we expect to issue: (i) approximately 65,200,000 shares of Class A Stock in the Business Combination; and (ii) approximately 43,478,261 shares of Class A Stock in the Private Placement. Because we may issue 20% or more of our outstanding Common Stock when considering together the Stock Consideration and the Private Placement, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (d). For more information, please see the section entitled "Proposal No. 2—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Business Combination and the Private Placement."

Q:

Why is the Company proposing the Charter Approval Proposal?

A:

The Second Amended and Restated Certificate of Incorporation that we are asking our stockholders to adopt in connection with the Business Combination (the "Charter Approval Proposal" or "Proposal No. 3") provides for certain amendments to our existing certificate of incorporation. Pursuant to Delaware law and the Merger Agreement, we are required to submit the Charter Approval Proposal to the Company's stockholders for adoption. For additional information please see the section entitled "Proposal No. 3—Approval of the Second Amended and Restated Certificate of Incorporation."

Q:

Why is the Company proposing the Governance Proposal?

A:

As required by applicable SEC guidance, the Company is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the Second Amended and Restated Certificate of Incorporation that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from Proposal No. 3, but pursuant to SEC guidance, the Company is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on the Company or its board of directors (separate and apart from the approval of Proposal No. 3). Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposal (separate and apart from approval of Proposal No. 3). For additional information, please see the section entitled "Proposal No. 4—Approval of Certain Governance Provisions in the Second Amended and Restated Certificate of Incorporation."

Q:

Why is the Company proposing the Director Election Proposal?

A:

Upon consummation of the Business Combination, our Board anticipates increasing its initial size from four directors to seven directors, with each Class I director having a term that expires at the post-combination company's annual meeting of stockholders in 2019, each Class II director having a term that expires at the post-combination company's annual meeting of stockholders in 2020 and each Class III director having a term that expires at the post-combination company's annual meeting of stockholders in 2021, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. The Company believes it is in the best interests of stockholders to allow stockholders to vote upon the election of newly appointed directors. Please see the section entitled "Proposal No. 5—Election of Directors to the Board of Directors" for additional information.

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Q:

Why is the Company proposing the Incentive Plan Proposal?

A:

The purpose of the Incentive Plan Proposal is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company. Please see the section entitled "Proposal No. 6—Approval of the Incentive Plan, Including the Authorization of the Initial Share Reserve under the Incentive Plan" for additional information.

Q:

Why is the Company proposing the Adjournment Proposal?

A:

We are proposing the Adjournment Proposal to allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal, but no other proposal if the Business Combination Proposal, the Nasdaq Proposal and the Charter Approval Proposal are approved. In no event will our Board adjourn the Special Meeting or consummate the Business Combination beyond January 19, 2019. Please see the section entitled "Proposal No. 7—The Adjournment Proposal" for additional information.

Q:

What happens if I sell my shares of Class A Stock before the Special Meeting?

A:

The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Class A Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of Class A Stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Class A Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q:

What constitutes a quorum at the Special Meeting?

A:

A majority of the issued and outstanding shares of the Company's Common Stock entitled to vote as of the record date at the Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Our Initial Stockholders, who currently own 20% of our issued and outstanding shares of Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, [    ·    ] shares of our Common Stock would be required to achieve a quorum.

Q:

What vote is required to approve the proposals presented at the Special Meeting?

A:

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Business Combination Proposal will have no effect on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Business Combination Proposal. Our Initial Stockholders have agreed to vote their Founder Shares and any public shares purchased during or after the IPO in favor of the Business Combination Proposal.

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The approval of the Nasdaq Proposal requires the affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting and broker non-votes will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote and broker non-votes will have no effect on the outcome of any vote on the Nasdaq Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote "AGAINST" the Nasdaq Proposal.

The approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal will have the same effect as a vote "AGAINST" such Charter Approval Proposal.

The approval of the Governance Proposal, which is a non-binding advisory vote, requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Governance Proposal will have no effect on the Governance Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Governance Proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of our Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions and broker non-votes will have no effect on the election of directors.

The approval of the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote at the Special Meeting. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a broker non-vote will have no effect on the Incentive Plan Proposal or the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Incentive Plan Proposal or the Adjournment Proposal.

Q:

What happens if the Business Combination Proposal is not approved?

A:

If the Business Combination Proposal is not approved and we do not consummate a business combination by January 19, 2019, we will be required to dissolve and liquidate our Trust Account.

Q:

May the Company, its Sponsor or the Company's directors or officers or their affiliates purchase shares in connection with the Business Combination?

A:

In connection with the stockholder vote to approve the proposed Business Combination, our Sponsor, directors or officers or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro

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rata portion of the Trust Account. None of our directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such selling stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such selling stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors or officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:

How many votes do I have at the Special Meeting?

A:

Our stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of Common Stock held of record as of [    ·    ], 2018, the record date for the Special Meeting. As of the close of business on the record date, there were [    ·    ] outstanding shares of our Common Stock.

Q:

How do I vote?

A:

If you were a holder of record of our Common Stock on [    ·    ], 2018, the record date for the Special Meeting, you may vote with respect to the proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [    ·    ] on [    ·    ].

Voting in Person at the Meeting.    If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled "Special Meeting in Lieu of 2018 Annual Meeting of Company Stockholders."

Q:

What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:

At the Special Meeting, we will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have no effect on the Business Combination Proposal, the Governance Proposal, the Director Election Proposal, the Incentive

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Plan Proposal and the Adjournment Proposal, a failure to vote or abstention will have the same effect as a vote "AGAINST" the Charter Approval Proposal, while only an abstention (and not a failure to vote) will have the same effect as a vote "AGAINST" the Nasdaq Proposal.

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:

Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted "FOR" each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:

If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

A:

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:

If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders at this Special Meeting will be considered non-routine and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a "broker non-vote." Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:

How will a broker non-vote impact the results of each proposal?

Broker non-votes will count as a vote "AGAINST" the Charter Approval Proposal but will not have any effect on the outcome of any other proposals.

Q:

May I change my vote after I have mailed my signed proxy card?

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to our Secretary at the address listed below so that it is received by our Secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.

Q:

What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please

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complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:

How will the Company's Sponsor, directors and officers vote?

A:

Prior to our IPO, we entered into agreements with our Sponsor and each of our directors and officers, pursuant to which each agreed to vote any shares of Common Stock owned by them in favor of the Business Combination Proposal. None of our Sponsor, directors or officers has purchased any shares of our Common Stock during or after our IPO and, as of the date of this proxy statement, neither we nor our Sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Business Combination. Currently, our Initial Stockholders own 20% of our issued and outstanding shares of Common Stock, including all of the Founder Shares, and will be able to vote all such shares at the Special Meeting.

Q:

What interests do the Sponsor and the Company's current officers and directors have in the Business Combination?

A:

Our Sponsor and certain members of our Board and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

•

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;



•

the fact that our Initial Stockholders have agreed to waive their right to conversion price adjustment with respect to any shares of our Common Stock they may hold in connection with the consummation of the Business Combination;



•

the fact that our Sponsor paid an aggregate of $25,000 for 10,781,250 Founder Shares and (after giving effect to the cancellation of (i) 781,250 Founder Shares on February 27, 2017 and (ii) approximately 3,478,261 Founder Shares at the time of the Business Combination) the remaining 6,521,739 Founder Shares will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $65,217,390 but, given the restrictions on such shares, we believe such shares have less value;



•

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business combination by January 19, 2019;



•

the fact that our Sponsor paid an aggregate of approximately $10,000,000 for its 6,666,666 Private Placement Warrants to purchase shares of Class A Stock and that such Private Placement Warrants will expire worthless if a business combination is not consummated by January 19, 2019;



•

the continued right of our Sponsor to hold our Class A Stock and the shares of Class A Stock to be issued to our Sponsor upon exercise of its Private Placement Warrants following the Business Combination, subject to certain lock-up periods;



•

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the

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liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•

the anticipated continuation of two of our existing directors, Messrs. Randall Bort and Jeffrey Rea, as directors of the post-combination company;



•

the continued indemnification of our existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;



•

the fact that our Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by January 19, 2019;



•

that, as described in the Charter Approval Proposal and reflected in Annex C, our proposed Second Amended and Restated Certificate of Incorporation will be amended to exclude The Gores Group and Platinum Equity and each of their successors, certain affiliates and each of their respective transferees as "interested parties" from the list of prohibited business combinations not in compliance with Section 203 of the DGCL;



•

that, at the closing of the Business Combination we will enter into the Registration Rights Agreement with the Restricted Stockholders, which provides for registration rights to Restricted Stockholders and their permitted transferees;



•

that certain employees and affiliates of our Sponsor have committed to purchase up to 4,203,795 shares of Class A Stock in the Private Placement for an aggregate commitment of approximately $38,674,914; and



•

the fact that Alec Gores, our Chairman, is the brother of Tom Gores, the Chief Executive Officer and Chairman of Platinum Equity, and that Tom Gores and certain employees and affiliates of Platinum Equity would participate in the Private Placement. Platinum Equity currently holds a controlling stake in Verra Mobility through the Platinum Stockholder, which will receive all of the cash consideration and a portion of the stock consideration to be paid in connection with the business combination. The Platinum Stockholder will retain approximately 34% of voting power in the post-combination company assuming no share redemptions and 47% of voting power assuming maximum share redemptions. The Platinum Stockholder will also have the right to nominate up to three directors to the post-closing company's board of directors, of whom one will initially be the current Chief Executive Officer of Verra Mobility as a Class II director and the other two will initially be representatives of the Platinum Stockholder as Class III directors. In addition, if one of the Platinum Stockholder's nominees is elected, one of the Platinum Stockholder's nominees will serve as the chairman of the board of directors and the Platinum Stockholder will have the right to appoint one representative to each committee of the board of the post-closing company. The Platinum Stockholder's right to nominate directors to the post-closing company's board is subject to maintaining its ownership percentage of the total outstanding shares of Class A Stock at certain levels as discussed elsewhere in this proxy statement.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination.

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Q:

Did the Company's Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:

Yes. Although our current certificate of incorporation does not require our Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target business is affiliated with our Sponsor, directors or officers, the Board received a fairness opinion from Moelis as to the fairness, from a financial point of view and as of the date of such opinion, of the consideration to be paid by the Company to the Greenlight Stockholders in the Business Combination. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—Opinion of the Company's Financial Advisor" and the opinion of Moelis attached hereto as Annex E for additional information.

Q:

What happens if I vote against the Business Combination Proposal?

A:

If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Nasdaq Proposal and the Charter Approval Proposal and the satisfaction or waiver of the other conditions to closing, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the outstanding shares of our Common Stock entitled to vote thereon at the Special Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination, we may continue to try to complete a business combination with a different target business until January 19, 2019. If we fail to complete an initial business combination by January 19, 2019, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

Q:

Do I have redemption rights?

A:

If you are a holder of public shares, you may redeem your public shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to the Company to fund Regulatory Withdrawals and/or to pay its franchise and income taxes, by (ii) the total number of then-outstanding public shares; provided that the Company will not redeem any shares of Class A Stock issued in the IPO to the extent that such redemption would result in the Company's failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) in excess of $5,000,000. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the shares of Class A Stock included in the units sold in our IPO. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Our Sponsor, directors and officers have agreed to waive their redemption rights with respect to any shares of our Common Stock they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of our common stock they may hold in connection with the consummation of the Business Combination. For illustrative purposes, based on the fair value of investment securities held in the Trust Account of approximately $404,611,945 as of June 30, 2018,

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the estimated per share redemption price would have been approximately $10.12. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest not previously released to the Company to fund Regulatory Withdrawals and/or to pay its franchise and income taxes) in connection with the liquidation of the Trust Account, unless we complete an alternative business combination prior to January 19, 2019.

Q:

Can the Company's Initial Stockholders redeem their Founder Shares in connection with consummation of the Business Combination?

A:

No. Our Initial Stockholders, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any public shares they may hold in connection with the consummation of our Business Combination. Our Initial Stockholders have also agreed to waive their right to a conversion price adjustment with respect to any shares of our common stock they may hold in connection with the consummation of the Business Combination.

Q:

Is there a limit on the number of shares I may redeem?

A:

Yes. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), is restricted from exercising redemption rights with respect to more than an aggregate of 20% of the shares sold in our IPO. Accordingly, all shares in excess of 20% owned by a holder or "group" of holders will not be redeemed for cash. On the other hand, a public stockholder who holds less than 20% of the public shares of Class A Stock and is not a member of a "group" may redeem all of the public shares held by such stockholder for cash.

In no event is your ability to vote all of your shares (including those shares held by you or by a "group" in excess of 20% of the shares sold in our IPO) for or against our Business Combination restricted.

We have no specified maximum redemption threshold under our current certificate of incorporation, other than the aforementioned 20% threshold. Each redemption of shares of Class A Stock by our public stockholders will reduce the amount in our Trust Account, which held cash and investment securities with a fair value of approximately $404,611,945 as of June 30, 2018. The Merger Agreement provides that our obligation to consummate the Business Combination is conditioned on the amount in the Trust Account and the proceeds from the Private Placement equaling or exceeding $550,000,000. The obligation of Greenlight to consummate the Business Combination is conditioned on the amount of the Trust Account and the proceeds from the Private Placement equaling or exceeding $600,000,000. These conditions to closing in the Merger Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Stock by our public stockholders, these conditions are not met (or waived), then we or Greenlight (as applicable) may elect not to consummate the Business Combination. In addition, in no event will we redeem shares of our Class A Stock in an amount that would result in the Company's failure to have net tangible assets in excess of $5,000,000.

Q:

Is there a limit on the total number of shares that may be redeemed?

A:

Yes. Our current certificate of incorporation provides that we may not redeem our public shares in an amount that would result in the Company's failure to have net tangible assets in excess of $5,000,000 (such that we are not subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which may be contained in the Merger Agreement. Other than this limitation, our current certificate of incorporation does not provide a specified maximum redemption threshold. However, the Merger Agreement provides that our obligation to

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consummate the Business Combination is conditioned on the amount in the Trust Account and the proceeds from the Private Placement equaling or exceeding $550,000,000, and the obligation of Greenlight to consummate the Business Combination is conditioned on the amount of the Trust Account and the proceeds from the Private Placement equaling or exceeding $600,000,000. In the event the aggregate cash consideration we would be required to pay for all shares of Class A Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all shares of Class A Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Based on the amount of $404,611,945 in our Trust Account as of June 30, 2018, and taking into account the anticipated gross proceeds of approximately $400,000,000 from the Private Placement, approximately 20,000,000 shares of Class A Stock may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Merger Agreement. We refer to this as the maximum redemption scenario.

Q:

How will the absence of a maximum redemption threshold affect the Business Combination?

A:

The Merger Agreement provides that our obligation to consummate the Business Combination is conditioned on the amount in the Trust Account and the proceeds from the Private Placement equaling or exceeding $550,000,000, and the obligation of Greenlight to consummate the Business Combination is conditioned on the amount of the Trust Account and the proceeds from the Private Placement equaling or exceeding $600,000,000. As a result, we may be able to complete our Business Combination even though a substantial portion of our public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to our Sponsor, directors or officers or their affiliates. As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by the Company or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals (as described in this proxy statement) at the Special Meeting.

Q:

Will how I vote affect my ability to exercise redemption rights?

A:

No. You may exercise your redemption rights whether you vote your shares of Common Stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:

How do I exercise my redemption rights?

A:

In order to exercise your redemption rights, you must (i) check the box on the enclosed proxy card to elect redemption, (ii) if you hold public units, separate the underlying public shares and public warrants, and (iii) prior to [    ·    ] on [    ·    ] (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your

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public shares for cash to Continental Stock Transfer & Trust Company, our Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked "Stockholder Certification" if you are not acting in concert or as a "group" (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a "group" (as defined in Section 13d-3 of the Exchange Act) will be restricted from exercising redemption rights with respect to more than an aggregate of 20% of the shares of Class A Stock included in the units sold in our IPO. Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name" are required to either tender their certificates to our Transfer Agent prior to the date set forth in these proxy materials, or up to [two] business days prior to the vote on the proposal to approve the Business Combination at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company's ("DTC") Deposit/Withdrawal At Custodian ("DWAC") system, at such stockholder's option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder's election to redeem is irrevocable once the Business Combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker's discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not we require stockholders seeking to exercise redemption rights to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

A:

Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—Material United States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights." We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

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Q:

If I am a Company warrant holder, can I exercise redemption rights with respect to my public warrants?

A:

No. The holders of our public warrants have no redemption rights with respect to our public warrants.

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

A:

No. Appraisal rights are not available to holders of our Common Stock in connection with the Business Combination.

Q:

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:

The funds held in the Trust Account (together with the proceeds from the Private Placement) will be used to: (i) pay the cash consideration payable to the Greenlight Stockholders pursuant to the Merger Agreement; (ii) pay Company stockholders who properly exercise their redemption rights; (iii) pay $14,000,000 in deferred underwriting commissions to the underwriters of our IPO, in connection with the Business Combination; (iv) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Merger Agreement in connection with the transactions contemplated by the Merger Agreement, including the Business Combination, and pursuant to the terms of the Merger Agreement; and (v) repay approximately $132,515,647 of Greenlight's existing indebtedness.

Q:

What happens if the Business Combination is not consummated?

A:

There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement" for information regarding the parties' specific termination rights.

If we do not consummate the Business Combination, we may continue to try to complete a business combination with a different target business until January 19, 2019. If we fail to complete an initial business combination by January 19, 2019, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to fund Regulatory Withdrawals and/or to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled "Risk Factors—Risks Related to the Company and the Business Combination."

Holders of our Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, if we fail to complete a business combination by January 19, 2019, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

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Q:

When is the Business Combination expected to be completed?

A:

The closing of the Business Combination is expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection entitled "Proposal No. 1—Approval of the Business Combination—Conditions to Closing of the Business Combination." The closing is expected to occur in [    ·    ]. The Merger Agreement may be terminated by the Company or the Stockholder Representative if the closing of the Business Combination has not occurred by January 19, 2019.

For a description of the conditions to the completion of the Business Combination, see the section entitled "Proposal No. 1—Approval of the Business Combination—Conditions to Closing of the Business Combination."

Q:

What do I need to do now?

A:

You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:

Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A:

The Company is soliciting proxies on behalf of its Board. The Company will pay the cost of soliciting proxies for the Special Meeting. The Company has engaged Morrow to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Morrow a fee of $25,000, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Company's Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Company's Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:

Who can help answer my questions?

A:

If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Gores Holdings II, Inc.
9800 Wilshire Blvd.
Beverly Hills, California 90212
(310) 209-3010
Attention: Mark Stone
Email: mstone@gores.com

You may also contact our proxy solicitor at:

Morrow Sodali
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: GSHT.info@morrowco.com

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To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find More Information."

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question "How do I exercise my redemption rights?" If you have questions regarding the certification of your position or delivery of your stock, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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RISK FACTORS

        You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Special Meeting. The following risk factors apply to the business and operations of Verra Mobility and its consolidated subsidiaries and will also apply to the business and operations of the post-combination company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements." We or Verra Mobility may face additional risks and uncertainties that are not presently known to us or Verra Mobility, or that we or Verra Mobility currently deems immaterial, which may also impair our or Verra Mobility's business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Verra Mobility's Business

Verra Mobility's failure to properly perform under its contracts or otherwise satisfy its customers could have a material adverse effect.

        Verra Mobility's business model depends in large part on Verra Mobility's ability to retain existing work and attract new work from existing customers. If a customer is not satisfied with the quality of Verra Mobility's solutions or the work performed by Verra Mobility or one of its subcontractors, Verra Mobility may incur additional costs to address the problem and the profitability of that contract may be impaired. Failure to properly transition new customers to Verra Mobility's systems or existing customers to different systems of Verra Mobility, properly budget transition costs or accurately estimate contract costs could also result in delays and general customer dissatisfaction. Other than Verra Mobility's agreements with customers in the RAC industry, many of Verra Mobility's contracts may be terminated by the customer upon specified advance notice if they are not happy with Verra Mobility's performance. Moreover, any customer dissatisfaction with Verra Mobility's products, services or solutions or the timeliness or quality of Verra Mobility's work, for whatever reason, could harm Verra Mobility's reputation and hinder Verra Mobility's ability to win new work from other prospective customers. Any failure to properly perform under Verra Mobility's contracts or meet its customers' expectations could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility's revenue concentration from customers in the RAC industry could have a material adverse effect.

        Verra Mobility's business is dependent on certain key customers, including those in the RAC industry. In 2017, a substantial amount of Verra Mobility's revenues were generated from RAC customers such as The Hertz Corporation, Avis Budget Group and Enterprise Holdings, Inc. The RAC industry has seen fluctuations in results from time to time, particularly as a result of periods of reduced business and leisure travel in the airline industry. The health of the RAC industry is impacted by a variety of factors, including seasonality, increases in energy prices, general international, national and local economic conditions and cycles, as well as other factors affecting travel levels, such as military conflicts, terrorist incidents, natural disasters and epidemic diseases. Further, although Verra Mobility has long-term agreements with many of its RAC customers, most provide the customer with a termination right in certain situations, including an uncured material breach of the agreement by Verra

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Mobility. Any decrease in revenues from customers in the RAC industry, whether as a result of factors impacting the RAC industry as a whole, or a loss of or reduced business from one or more of Verra Mobility's RAC customers, could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Any decreases in the prevalence of automated and other similar methods of photo enforcement or the use of tolling could have a material adverse effect.

        Verra Mobility's Government Solutions business is the market leading provider of automated safety solutions to municipalities, school districts and other governmental authorities and generates revenues through automated photo enforcement of red light, school bus, speed limit, and bus lane laws. In 2017, revenues from this segment represented approximately 61% of Verra Mobility's revenues. Therefore, Verra Mobility is dependent on either (i) federal or state governments passing enabling legislation authorizing the use of automated photo enforcement or, (ii) in those states with home rule authority under the state constitution, states, municipalities or other local authorities not otherwise passing legislation that materially restricts the use of automated photo enforcement. In those states that do have enabling legislation, if that legislation is not renewed or is otherwise repealed, use of automated enforcement technology can be suspended until new legislation is passed, as was recently the case in the state of New York where the school zone speed photo enforcement enabling legislation was not renewed. Ballot initiatives, referendums, opinions of attorneys general, and legal challenges can also be used to restrict the use of automated enforcement or to impose additional licensing requirements on its use. For example, the Attorneys General in the states of Arizona, Tennessee and Virginia have issued opinions that had the effect of limiting the use of these enforcement technologies or impacting the manner in which photo enforcement programs operate. Usage may also be affected if there is an unfavorable shift in political support for or public sentiment towards automated enforcement, or as a result of one or more scandals related to its use. Similarly, Verra Mobility's Commercial Services business may be materially impacted if there is an unfavorable shift in political support for or public sentiment towards tolling or its use is materially restricted or limited, including through the imposition of limits on the fees RAC companies can charge their customers for tolling services. Any material restriction or limitation on the use of automated enforcement or material reduction in its use in the markets Verra Mobility serves, or any similar changes with respect to tolling, could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility's government contracts are subject to unique risks and uncertainties, including termination rights, audits and investigations, any of which could have a material adverse effect.

        Government entities typically finance projects through appropriated funds. While these projects are often planned and executed as multi-year projects, government entities usually reserve the right to change the scope of or terminate these projects for lack of approved funding and/or at their convenience. Changes in government or political developments, including budget deficits, shortfalls or uncertainties, government spending reductions or other debt or funding constraints could result in Verra Mobility's government contracts being reduced in price or scope or terminated altogether, as well as limit Verra Mobility's ability to win new government work in the future. Moreover, if a government customer does not follow the requisite procurement or ordinance specific administrative procedures, the contract may be voidable regardless of whether Verra Mobility bears any responsibility for the error. Verra Mobility's government contracts often include other one-sided, customer-friendly provisions, including broad indemnification provisions and uncapped exposure or liquidated damages for certain liabilities.

        In addition, government contracts are generally subject to audits and investigations by government agencies. If the government discovers improper or illegal activities or contractual non-compliance, including improper billing, Verra Mobility may be subject to various civil and criminal penalties and

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administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, the imposition of fines, penalties and sanctions, and suspensions or debarment from doing business with the government in the future. If penalties or other restrictions of these nature are imposed in one jurisdiction, it could also implicate similar provisions of contracts with other government customers. Further, the negative publicity related to these penalties, sanctions or findings in government audits or investigations could harm Verra Mobility's reputation and hinder its ability to compete for new contracts with government customers and in the private sector. Any of the foregoing or any other reduction in revenue from government customers could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility's dependence on continued interest in outsourcing could have a material adverse effect.

        Verra Mobility's business and growth depend in large part on continued demand for outsourced business process services. Outsourcing means that an entity contracts with a third party, such as Verra Mobility, to provide business process services rather than performing the services in-house. There can be no assurance that this interest will continue, as Verra Mobility's customers may elect to develop their own solutions and/or perform the services themselves. Additionally, there can be no assurance that Verra Mobility's cross-selling efforts with existing customers or with the customers of a business it acquires such as HTA and EPC will lead to additional revenues. A significant change in the demand for outsourcing or an inability to cross-sell to existing customers or the customers of any business Verra Mobility acquires could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility faces intense competition and any failure to compete could have a material adverse effect.

        The markets for Verra Mobility's solutions are increasingly competitive, rapidly evolving and fragmented, and are subject to changing technology and shifting customer needs. Although Verra Mobility believes that its solutions are unique, a number of vendors develop and market products and services that compete to varying extents with Verra Mobility's offerings, and Verra Mobility expects this competition to continue to intensify, particularly in the Government Solutions business. In addition, industry consolidation could further increase competition, and competitors may also establish relationships or form alliances. Currently Verra Mobility competes with a number of other companies, ranging from small, regional or specialized firms to large, diversified companies. The rapid rate of technological change in Verra Mobility's industry could increase the chances it will face competition from new products or services designed by companies not currently competing with Verra Mobility. Moreover, Verra Mobility faces competition from Verra Mobility's own customers as they may choose to invest in developing their own internal solutions.

        Competition in Verra Mobility's markets is primarily based on:

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the quality, reliability and efficacy of the solution;



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customer awareness of offerings;



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pricing;



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functionality and features, including ease of use and broad application;



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customer experience;



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breadth and depth of products and services offered;



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reputation and track record;



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technical expertise; and



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security.

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        Some of Verra Mobility's existing competitors and potential new competitors have longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical, research and development, marketing and other resources than it does. As a result, Verra Mobility's competitors may be able to respond more quickly and effectively than Verra Mobility can to new or changing opportunities, technologies, standards or customer requirements. Verra Mobility could lose customers if Verra Mobility's competitors introduce new competitive solutions and technologies, and/or add new features. In some cases, Verra Mobility's competitors may be better positioned to initiate or withstand substantial price competition and Verra Mobility may have to reduce its pricing to retain existing business or obtain new business. If Verra Mobility is not able to maintain favorable pricing for its solutions, its profit margin and profitability could suffer. In addition, if a prospective customer is currently using a competing solution, the customer may be unwilling to switch to Verra Mobility's without access to setup support services or other incentives. Certain existing and new competitors may be better positioned to acquire competitive solutions, effectively negotiate third-party licenses and other strategic relationships, and take advantage of acquisition or other similar expansion opportunities. Any failure to achieve Verra Mobility's target pricing levels, maintain existing customer relationships and/or generate additional customer wins and otherwise successfully compete would have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Any failure to keep up with technological developments and changing customer preferences could have a material adverse effect.

        Verra Mobility operates in dynamic industries that are characterized by rapid technological change, frequent product and service innovation and evolving industry standards and Verra Mobility may be required to implement new technologies or adapt to existing but different technologies from those currently used. Verra Mobility's future success will depend on its ability to adapt and innovate to keep up with technological developments and changes in third-party technologies, including those of Verra Mobility's customers and tolling and issuing authorities, to the extent Verra Mobility's integrations are interdependent. As a result, Verra Mobility needs to invest significant resources in research and development, often before knowing whether these investments will eventually be successful. The success of enhancements and new features for existing solutions and of new solutions depends on several factors, including adequate testing, timely completion, appropriate introduction and market acceptance. Further, Verra Mobility may be required to make changes due to an inability to secure necessary intellectual property protections or licenses. Verra Mobility's inability to anticipate or timely and successfully develop or acquire new products and services or enhance Verra Mobility's existing products and services to keep pace with technological changes and meet evolving customer requirements could decrease demand for Verra Mobility's solutions and otherwise have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility's new products and services and changes to existing products and services may not succeed.

        Verra Mobility's ability to retain, increase, and engage its customer base and to increase its revenue depends, in large part, on its ability to continue to evolve existing solutions and to create successful new solutions. Verra Mobility may introduce significant changes to its existing solutions or acquire or introduce new and unproven products and services, including using technologies or entering markets or industries in which it has little or no experience. For example, in the third quarter of 2018, Verra Mobility expects to roll out Peasy, its new consumer tolling mobile phone and web application targeting consumers, a market segment that Verra Mobility has not previously targeted directly. Verra Mobility has some indirect exposure to the consumer segment through its business with the RAC industry, but in those instances Verra Mobility's customer controls the pricing, marketing, consumer disclosures and other aspects of the consumer relationship, and how the RAC customers perform these functions may impact how consumers view Verra Mobility and their willingness to try its solutions. The failure of any new or enhanced Verra Mobility solution to achieve customer adoption or of Verra

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Mobility to otherwise successfully monetize its development efforts could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility's reliance on third-party providers could have a material adverse effect.

        Verra Mobility relies heavily on third-party providers, including subcontractors, manufacturers, software vendors, software application developers, and utility and network providers, meeting their obligations to Verra Mobility in a timely and high-quality manner. For example, Verra Mobility relies on third parties such as the National Law Enforcement Telecommunications System ("NLETS"), Polk, DMVDesk, CVR and Dealertrack to provide a direct connection to state departments of motor vehicles and other governmental agencies with which it does not have direct relationships for the driver and other information it uses in its business, and its ability to offer its solutions would be materially affected if this access was unavailable or materially restricted, or if the price Verra Mobility pays increased significantly. Verra Mobility's Government Solutions business also relies on a number of third-party manufacturers, including camera manufacturers and ALPR providers, and outsources some engineering, construction, maintenance, printing and mailing, call center, image review and violations processing work. Further, if one or more tolling authorities stops providing transponders and/or Verra Mobility is unable to obtain transponders through other sources, Verra Mobility's Commercial Services business would be affected. Verra Mobility also outsources a meaningful percentage of its software development work. Some of Verra Mobility's agreements with these third parties include termination rights, allowing the third party to terminate the arrangement in certain circumstances. For example, the agreements with Verra Mobility's third party payment processors give them the right to terminate the relationship if Verra Mobility fails to keep credit card chargeback and retrieval rates below certain thresholds. If any of Verra Mobility's third-party providers are unable or unwilling to meet their obligations to Verra Mobility, fail to satisfy Verra Mobility's expectations or those of its customers, including those imposed through flow-down provisions in prime contracts, or if they terminate or refuse to renew their relationships with Verra Mobility on substantially similar terms, Verra Mobility may be unable to find adequate replacements within a reasonable time frame, on favorable commercial terms or at all, and Verra Mobility's business, financial condition and results of operations could be materially and adversely affected.

        While Verra Mobility performs some due diligence on these third parties and takes measures to ensure that they comply with applicable laws and regulations, Verra Mobility does not have an extensive screening or review process and cannot guarantee its third party providers will comply with applicable law or the terms of their agreements and in the case of Government Solutions segment, the terms of the prime contract with the government entity. Misconduct or performance deficiencies by any of Verra Mobility's third-party providers may be perceived as misconduct or poor performance by Verra Mobility, cause Verra Mobility to fall short on its contractual obligations to its customers or harm Verra Mobility's reputation, any of which would have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

A failure in or breach of Verra Mobility's networks or systems, including as a result of cyber-attacks, could have a material adverse effect.

        Verra Mobility acts as a trusted business partner in both front office and back office platforms, interacting with its customers and other third parties. Verra Mobility's customers include large, multinational corporations and government agencies who depend upon its operational efficiency, non-interruption of service, and accuracy and security of information. Verra Mobility receives, processes, transmits and stores substantial volumes of information relating to identifiable individuals, both in its role as a service provider and as an employer, and receives, processes and implements financial transactions, and disburses funds, on behalf of both commercial and government customers, which requires Verra Mobility to receive debit and credit card information. Verra Mobility also uses

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third-party providers such as subcontractors, software vendors, utility providers and network providers, upon whom Verra Mobility relies to offer its products, services and solutions. As a result of these and other aspects of Verra Mobility's business, the integrity, security and accuracy of Verra Mobility's systems and information technology and that of the third parties with which Verra Mobility interacts, including its customers and other government agencies with which it works, are extremely important.

        Verra Mobility's cybersecurity and processing systems, as well as those of the third parties with which Verra Mobility interacts, may be damaged, disrupted or otherwise breached for a number of reasons, including power outages, computer and telecommunication failures, computer viruses, malware or other destructive software, internal design, manual or usage errors, cyber-attacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters and severe weather conditions. Verra Mobility's visibility and role as a payment processor may also put it at a greater risk of being targeted by hackers. In the normal course of Verra Mobility's business, Verra Mobility has been the target of malicious cyber-attack attempts.

        In addition, numerous and evolving cybersecurity threats, including advanced and persistent cyber-attacks, phishing and social engineering schemes could compromise the confidentiality, availability and integrity of data in Verra Mobility's systems as well as those of the third parties with which it interacts. The security measures and procedures Verra Mobility and the third parties with which it interacts have in place to protect sensitive consumer data and other information may not be successful or sufficient to counter all data breaches, cyber-attacks, or system failures. Moreover, employee error or malfeasance, faulty password management or other irregularities may result in a defeat of security measures or a system breach. Although Verra Mobility devotes significant resources to its cybersecurity programs and has implemented security measures to protect its systems and data, and to prevent, detect and respond to data security incidents, in each case that Verra Mobility believes are reasonable and appropriate, there can be no assurance that these efforts, as well as those of the third parties with which Verra Mobility interacts, will prevent these or other threats.

        Because the techniques used to obtain unauthorized access, or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, and may be difficult to detect for periods of time, Verra Mobility and the third parties with which it interacts may not anticipate these acts or respond adequately or timely. As these threats continue to evolve and increase, Verra Mobility may be required to devote significant additional resources in order to modify and enhance Verra Mobility's security controls and to identify and remediate any security vulnerabilities or diligencing those of third parties.

        If Verra Mobility is sued in connection with any data security breach or system failure, Verra Mobility could be involved in protracted litigation. In addition, a breach could lead to unfavorable publicity and significant damage to Verra Mobility's brand, the loss of existing and potential customers, allegations by customers that it has not performed or breached its contractual obligations, or decreased use and acceptance of its solutions. A breach or failure may also subject Verra Mobility to additional regulations or governmental or regulatory scrutiny, which could result in significant compliance costs, fines or enforcement actions, or potential restrictions imposed by regulators on Verra Mobility's ability to operate its business. A security breach would also likely require Verra Mobility to devote significant management and other resources to address the problems created by the security breach.

Verra Mobility faces risks related to its reliance on communications networks and information systems and any interruption could have a material adverse effect.

        Verra Mobility relies heavily on the satisfactory performance and availability of its information technology infrastructure and systems, including its websites and network infrastructure, to conduct its business. Verra Mobility relies on third-party communications service and system providers to provide technology services and link Verra Mobility's systems with its customers' networks and systems,

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including a reliable network backbone with the necessary speed, data capacity and security. Verra Mobility also relies on third-party vendors, including data center, bandwidth, and telecommunications equipment providers. A failure or interruption that results in the unavailability of any of Verra Mobility's information systems or a major disruption of communications between a system and the customer(s) it serves could disrupt the effective operation of Verra Mobility's solutions and otherwise adversely impact Verra Mobility's ability to manage its business effectively. Verra Mobility may experience system and service interruptions or disruptions for a variety of reasons, including as the result of network failures, power outages, cyber-attacks, employee errors, software errors, an unusually high volume of transactions, or localized conditions such as fire, explosions or power outages or broader geographic events such as earthquakes, storms, floods, epidemics, strikes, acts of war, civil unrest or terrorist acts. Verra Mobility has taken steps to mitigate its exposure to certain service disruptions by investing in redundant or blended circuits, although there is no assurance that the redundant or blended circuits would not also suffer disruption. Because Verra Mobility is dependent in part on independent third parties for the implementation and maintenance of certain aspects of Verra Mobility's systems and because some of the causes of system interruptions may be outside of Verra Mobility's control, Verra Mobility may not be able to remedy such interruptions in a timely manner, or at all. Any interruption or delay in or cessation of these services and systems could significantly disrupt operations, impact customers, damage Verra Mobility's reputation, result in litigation, decrease the overall use and acceptance of Verra Mobility's solutions, result in lost data and be costly, time consuming and difficult to remedy, any of which could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility's inability to successfully implement its acquisition strategy could have a material adverse effect.

        Verra Mobility has grown in large part as a result of its recent acquisitions, including the acquisitions of HTA and EPC, and Verra Mobility anticipates continuing to grow in this manner. Although Verra Mobility expects to regularly consider additional strategic transactions in the future, there can be no assurances that suitable opportunities will be identified or, if Verra Mobility does identify prospects, that any transaction can be consummated on acceptable terms. Antitrust or other competition laws may also limit Verra Mobility's ability to acquire or work collaboratively with certain businesses or to fully realize the benefits of a prospective acquisition. Furthermore, a significant change in Verra Mobility's business or the economy, an unexpected decrease in its cash flows or any restrictions imposed by its indebtedness may limit Verra Mobility's ability to obtain the necessary capital or otherwise impede its ability to complete a transaction. Regularly considering strategic transactions can also divert management's attention and lead to significant due diligence and other expenses regardless of whether Verra Mobility pursues or consummates any transaction. Failure to identify suitable transaction partners and to consummate transactions on acceptable terms, as well as the commitment of time and resources in connection with such transactions, could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Any failure to realize the anticipated benefits of an acquisition could have a material adverse effect.

        Verra Mobility pursues an acquisition with the expectation that the transaction will result in various benefits, including growth opportunities and synergies from increased efficiencies. However, even if Verra Mobility is able to successfully integrate an acquired business, it may not realize some or all of the anticipated benefits within the anticipated timeframes or at all. Furthermore, Verra Mobility may experience increased competition that limits its ability to expand its business, it may not be able to capitalize on expected business opportunities, and general industry and business conditions may deteriorate. If any of these or other factors limit Verra Mobility's ability to achieve the anticipated benefits of a transaction, Verra Mobility's business, financial condition and results of operations could be materially and adversely affected.

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Unanticipated expenses and liabilities related to acquisitions could have a material adverse effect.

        Acquisitions expose Verra Mobility to significant risks and costs, and business and operational overlaps may lead to hidden costs. These costs can include unforeseen pre-acquisition liabilities or the impairment of customer relationships or certain acquired assets such as goodwill. Verra Mobility may also incur costs and inefficiencies to the extent an acquisition expands the industries, markets or geographies in which Verra Mobility operates due to its limited exposure to and experience in a given industry, market or region. Significant acquisitions may also require that Verra Mobility incur additional debt to finance the transaction, which could limit Verra Mobility's flexibility in using its cash flow from operations for other purposes. Acquisitions often involve post-transaction disputes with the counterparty regarding a number of matters, including disagreements over the amount of a purchase price or other working capital adjustment or disputes regarding whether certain liabilities are covered by the indemnification provisions of the transaction agreement. Verra Mobility may also underestimate the level of certain costs or the exposure it may face as a result of acquired liabilities. These and other unexpected transaction-related costs and liabilities could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Any inability to successfully integrate Verra Mobility's recent or future acquisitions could have a material adverse effect.

        Verra Mobility recently acquired HTA and EPC. The integration of acquired businesses requires significant time and also exposes Verra Mobility to significant risks and additional costs. Integrating these and other acquisitions may strain Verra Mobility's resources. Further, Verra Mobility may have difficulty integrating the operations, systems, controls, procedures or products of acquired businesses and may not be able to do so in a timely, efficient and cost-effective manner. These difficulties could include:

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combining management teams, strategies and philosophies;



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merging or linking different accounting and financial reporting systems and systems of internal controls;



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assimilating personnel, human resources and other administrative departments and potentially contrasting corporate cultures;



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merging computer, technology and other information networks and systems;



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disrupting Verra Mobility's relationship with or losing key customers, suppliers or personnel; and



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interference with, or loss of momentum in, Verra Mobility's ongoing business or that of the acquired company.

Verra Mobility has not fully integrated HTA or EPC and may encounter one or more of the issues discussed above, or others of which it is not yet aware. In particular, Verra Mobility has not yet integrated the accounting and financial reporting systems of these businesses and is currently evaluating whether and to what extent Verra Mobility will do so in the future. Verra Mobility has also determined not to integrate HTA onto the legacy information technology systems of Verra Mobility, which could lead to separate risks and inefficiencies. Any of these acquisition or other integration-related issues could cause significant disruption to Verra Mobility's business, divert the attention of management and lead to substantial additional costs and delays. Verra Mobility's inability to successfully integrate acquired companies could have a material adverse effect on its business, financial condition and results of operations.

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Failure to successfully implement Verra Mobility's brand transformation initiatives or fully realize the anticipated benefits from the transformation could have a material adverse effect.

        Verra Mobility is in the process of implementing a strategic transformation of its historic ATS and HTA brands to and under the Verra Mobility name. Any rebranding effort requires time and expense, is subject to many factors and assumptions beyond Verra Mobility's control and may impact future results. For example, Verra Mobility may lose customers if they do not respond favorably to the new brand or fail to recognize the new brand as a continuation of Verra Mobility's prior ATS business and/or the acquired HTA business. Verra Mobility cannot provide assurances that it will successfully implement or execute, or fully realize the anticipated positive impact of, this transformation initiative and strategy, on budget and in the expected timeframes, or at all. In addition, there can be no assurance that Verra Mobility's efforts, if properly executed, will result in the desired outcome of improved financial performance. Any unforeseen costs, lack of success or loss of current or potential new customers related to the rebranding could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility's inability to recover capital and other investments in connection with its contracts could have a material adverse effect.

        Verra Mobility sometimes makes significant capital and other investments to attract and retain certain contracts, such as the cost of purchasing information technology equipment, constructing and installing photo enforcement systems and developing and implementing software and labor resources. The net book value of certain assets recorded, including a portion of Verra Mobility's intangible assets, could be impaired in the event of the early termination of some or all of a contract or a reduction in volumes and services under the contract for any number of reasons, including the failure or deterioration of the customer's business, a customer's exercise of contract termination or program cancellation rights or a change in law or interpretation thereof that suspends or terminates photo enforcement activities. Any failure to recover Verra Mobility's investments underlying customer agreements could have a material adverse effect on its business, financial condition and results of operations.

Verra Mobility regularly pursues contracts and contract renewals, particularly in its Government Solutions segment, that require competitive bidding, which can involve substantial costs and could have a material adverse effect.

        Many of the government contracts and renewals for which Verra Mobility bids, particularly those for certain larger government customers, are extremely complex and require the investment of significant resources in order to prepare accurate bids and proposals. Further, a significant percentage of new customer growth opportunities in Verra Mobility's Government Solutions business are only accessible through competitive bidding. Competitive bidding imposes substantial costs and presents a number of risks, including significant time and effort and the commitment of resources, regardless of whether the job is ultimately won. Verra Mobility may also be unable to meet the requirements of a request for proposal ("RFP"), or would have to incur substantial costs to be able to do so. These and other unanticipated costs related to the competitive bidding process, and any failure to win renewals or new customer accounts through the competitive bidding process, could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility is subject to laws of the United States and foreign jurisdictions relating to privacy, data retention and individually identifiable information, and failure to comply with these laws, whether or not inadvertent, and changes to these laws, could have a material adverse effect.

        Verra Mobility receives, processes, transmits and stores information relating to identifiable individuals, both in Verra Mobility's role as a service provider and as an employer, as well as other

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sensitive data such as photographs taken and video recorded as part of its Government Solutions programs. As a result, Verra Mobility is subject to a variety of laws and regulations regarding privacy and data retention, including regulation by various government agencies, such as the U.S. Federal Trade Commission (the "FTC"), and various state, local and foreign agencies. Verra Mobility's data handling also is subject to contractual obligations and industry standards. In the United States, various laws and regulations apply to the collection, processing, disclosure, and security of certain types of data, including the use of contact information and other data for marketing, advertising and other communications with individuals and businesses. Additionally, the FTC and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination and security of data. A number of foreign countries and governmental bodies, including the European Union (the "E.U."), have laws and regulations dealing with the handling and processing of personal information obtained from their residents, which in certain cases are more restrictive than those in the United States. All of these laws often include obligations on companies to notify individuals of security breaches involving particular personal information, which could result from breaches experienced by the company or its third-party service providers.

        These and other laws, regulations and standards relating to privacy are evolving, can be subject to significant change and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. The laws and regulations may also be subject to new or different interpretations. For example, in May 2018, the E.U. General Data Protection Regulation ("GDPR"), replaced prior E.U. regulations, effectively extending the scope of E.U. data protection law to all non-E.U. companies processing data of E.U. residents when certain conditions are satisfied. GDPR contains numerous, more stringent requirements and changes from prior E.U. law, including more robust obligations on data processors, greater rights for data subjects, and heavier documentation requirements for data protection compliance programs. GDPR also provides for increased fines of up to the greater of €20 million or up to 4% of the annual global revenue of the noncompliant company. Further, certain of Verra Mobility's customers have indicated they may implement GDPR compliant-protocols globally, and could require Verra Mobility to conform all aspects of its business to these more stringent regulations, regardless of whether all of Verra Mobility's operations are actually subject to GDPR.

        The costs of compliance with these privacy-related laws, regulations and standards may limit the use or adoption of Verra Mobility's solutions, reduce overall demand for Verra Mobility's solutions or slow the pace at which Verra Mobility generates revenues. Moreover, if Verra Mobility's policies, procedures, or measures relating to these issues fail to comply with the applicable laws, regulations, or industry standards, Verra Mobility may be subject to governmental enforcement actions, litigation, regulatory investigations, fines, penalties and negative publicity, and Verra Mobility's application providers, customers and partners may lose trust in or stop doing business with Verra Mobility entirely. Any of the foregoing could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility is subject to domestic and foreign laws relating to processing certain financial transactions, including debit or credit card transactions, and failure to comply with those laws, whether or not inadvertent could have a material adverse effect.

        Verra Mobility processes, supports and executes financial transactions as part of its business and also disburses funds on behalf of certain of its customers. This activity includes receiving debit and credit card information, processing payments for and due to Verra Mobility's customers and disbursing funds on payment or debit cards to payees of Verra Mobility's customers. As a result, Verra Mobility may be subject to numerous United States federal and state and foreign jurisdiction laws and regulations, including the Electronic Fund Transfer Act, the Currency and Foreign Transactions

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Reporting Act of 1970 (commonly known as the Bank Secrecy Act) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act"). Verra Mobility has implemented policies and procedures to preserve and protect credit card and other payment data against loss, corruption, misappropriation caused by systems failures, unauthorized access or misuse. Notwithstanding these policies, Verra Mobility could be subject to liability claims by individuals and customers whose data resides in Verra Mobility's databases for the misuse of that information. If Verra Mobility fails to meet appropriate compliance levels, this could negatively impact Verra Mobility's ability to utilize credit cards as a method of payment, and/or collect and store credit card information, which could disrupt Verra Mobility's business. Failure to comply with these laws may subject Verra Mobility to, among other things, additional costs or changes to its business practices, liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on its ability to process and support financial transactions and allegations by customers that Verra Mobility has not performed its contractual obligations, any of which could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Failure to comply with anticorruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act and similar laws associated with Verra Mobility's activities outside of the United States, could have a material and adverse effect.

        Verra Mobility's international operations, including those acquired through the EPC acquisition, subject Verra Mobility to anticorruption and other similar laws and regulations of multiple jurisdictions, as well as U.S. laws governing international operations, which are often evolving, including the Foreign Corrupt Practices Act (the "FCPA"), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the Patriot Act, and comparable foreign anti-bribery and anti-money laundering laws and regulations, including the United Kingdom Bribery Act of 2010. Verra Mobility's domestic activities, particularly those related to its Government Solutions business, are also subject to a number of federal, state and local laws and regulations regarding similar matters. These laws and regulations prohibit companies and their employees and third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or other benefits to government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person or securing any advantage. Verra Mobility uses various third parties to conduct its business, both domestically and abroad, and Verra Mobility can be held liable for the corrupt or other illegal activities of its employees, representatives, contractors or subcontractors, partners, and agents, those of the third parties with which it does business or those of any business Verra Mobility acquires, even if Verra Mobility does not explicitly authorize such activities or they occurred prior to its acquisition of the relevant business. Safeguards Verra Mobility implements to discourage these practices may prove to be ineffective and any internal investigations may not uncover any such practices that may exist. Violations of the FCPA and other similar laws by Verra Mobility or any of these third parties can result in severe criminal or civil sanctions, or other liabilities or proceedings against Verra Mobility, including class action lawsuits, whistleblower complaints, enforcement actions by the SEC, Department of Justice, and U.S. state and local and foreign regulators, adverse media coverage and suspension or debarment from government contracts, any of which could have a material and adverse effect on Verra Mobility's business, financial condition and results of operations.

Risks related to laws and regulations and any changes in those laws could have a material adverse effect.

        Verra Mobility is subject to multiple, and sometimes conflicting, laws and regulations in the countries, states and localities in which Verra Mobility operates. In addition to the laws and regulations discussed elsewhere in these risk factors regarding data privacy, foreign operations and other matters, Verra Mobility is subject to laws regarding transportation safety, consumer protection, procurement, anti-kickback, labor and employment matters, competition and antitrust, intellectual property, environmental matters, and other trade-related laws and regulations. Certain of Verra Mobility's

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operations are also subject to oversight by the U.S. Department of Transportation (the "USDOT"), the Federal Communications Commission ("FCC"), the U.S. Consumer Product Safety Commission (the "USCPSC"), and the Environmental Protection Agency (the "EPA"), as well as comparable state and local agencies, including departments of transportation, departments of motor vehicles, professional licensing authorities and offices of inspector general. Following the acquisition of EPC, Verra Mobility is now subject to laws, regulations and administrative practices addressing many of these and other matters in Europe. Verra Mobility's Government Solutions segment is also subject to laws related to the use of automated traffic enforcement, the capture, access and retention of data and matters related to government contracting.

        Recent years have seen a substantial increase in the number of new laws and regulations and the rate of change and enforcement of many of these types of laws and regulations. Verra Mobility cannot predict the nature, scope or impact of future laws, regulatory requirements or similar standards may have on its business, whether implemented through changes to existing laws or the way they are administered or interpreted, or through entirely new regulations. Future laws, regulations, and standards or any changed interpretation or administration of existing laws or regulations could limit the use or adoption of one or more of Verra Mobility's solutions or require Verra Mobility to incur additional cost or impact its ability to develop and market new solutions. However, Verra Mobility may not be able to respond in a reasonable or cost effective manner, or at all. To the extent Verra Mobility does make what Verra Mobility believes are appropriate changes, there is no certainty those actions will comply.

        Any alleged or actual violations of any law or regulation, change in law or regulation or changes in the interpretation of existing laws or regulations may subject Verra Mobility to government scrutiny, including government or regulatory investigations and enforcement actions and civil and criminal fines and penalties, and negative publicly, or otherwise have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Failure to acquire necessary intellectual property or adequately protect Verra Mobility's intellectual property could have a material adverse effect.

        Verra Mobility's success depends, in part, on Verra Mobility's ability to protect and defend Verra Mobility's intellectual property against infringement, misappropriation and dilution. To protect Verra Mobility's intellectual property rights, Verra Mobility relies on a combination of patent, trademark, copyright, trade secret and unfair competition laws of the United States and other countries, as well as contract provisions. Verra Mobility has registered certain patents and trademarks and has applications pending in the United States and foreign jurisdictions for some inventions and trademarks, including the trademark for the Verra Mobility name, for which Verra Mobility has applied, but not yet received. However, not all of the trademarks and inventions Verra Mobility currently uses have been registered in all of the countries in which Verra Mobility does business, and they may never be registered in all of those countries, and the applications Verra Mobility submits for these protections may not be approved. In addition, Verra Mobility makes efforts to acquire rights to intellectual property necessary for Verra Mobility's operations. There can be no assurance, however, that these measures will adequately protect Verra Mobility's rights in any given case, particularly in those countries where the laws do not protect proprietary rights as fully as in the U.S.

        If Verra Mobility fails to acquire necessary intellectual property rights or adequately protect or assert its intellectual property rights, competitors may manufacture and market similar products and services, or dilute Verra Mobility's brands, which could adversely affect Verra Mobility's market share. It may be possible for third parties to reverse engineer, otherwise obtain, copy, and use software or information that Verra Mobility regards as proprietary. In addition, Verra Mobility's competitors may avoid application of Verra Mobility's existing or future intellectual property rights. Further, patent rights, copyrights and contractual provisions may not prevent Verra Mobility's competitors from

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developing, using or selling products or services that are similar to or address the same market as Verra Mobility's products and services. In addition, some of Verra Mobility's trademarks and services are descriptive or include descriptive elements, which may make it difficult to enforce Verra Mobility's rights or prevent others from adopting and using similar marks. Competitive products and services could reduce the market value of Verra Mobility's brands and Verra Mobility's products and services, inhibit attracting new customers or maintaining existing customers, lower Verra Mobility's profits, and could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

        Although Verra Mobility has taken measures to monitor and protect Verra Mobility's intellectual property, Verra Mobility may not be able to maintain or enforce its patents, trademarks or other intellectual property rights. Unauthorized third parties may use Verra Mobility's trademarks and service marks, or marks that are similar thereto, to impinge on Verra Mobility's goodwill, cause consumer confusion or dilute Verra Mobility's rights in the marks. Verra Mobility is aware of products, software and marks similar to Verra Mobility's intellectual property being used by other persons. Although Verra Mobility believes such uses will not adversely affect Verra Mobility, further or currently unknown unauthorized uses or other infringement of Verra Mobility's trademarks or service marks could diminish the value of Verra Mobility's intellectual property and may adversely affect Verra Mobility's business. Even where Verra Mobility has effectively secured protection for Verra Mobility's intellectual property, Verra Mobility's competitors may challenge, infringe, misappropriate or dilute Verra Mobility's intellectual property and Verra Mobility's employees, consultants, contractors, customers and suppliers may breach their contractual obligations not to reveal Verra Mobility's confidential information, including trade secrets. Additionally, defending or enforcing Verra Mobility's intellectual property rights and agreements, and seeking an injunction and/or compensation for infringements or misappropriations, could result in expending significant resources and diverting management attention, which in turn may have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility has been and may become subject to third-party infringement claims or challenges to the validity of Verra Mobility's intellectual property that could have a material adverse effect.

        Verra Mobility has been and may, in the future, face claims for infringement, misappropriation or other violations of intellectual property rights from intellectual property owners in areas where Verra Mobility operates or intends to conduct operations, including in foreign jurisdictions. Such claims may or may not be unfounded. Regardless of whether such claims have merit, Verra Mobility's image, brands, competitive position and ability to expand its operations into other jurisdictions may be harmed and Verra Mobility may incur significant costs related to defense or settlement. If such claims were decided against Verra Mobility, or a third party indemnified by Verra Mobility pursuant to license terms, Verra Mobility could be required to pay damages, develop or adopt non-infringing products or services, or acquire a license to the intellectual property that is the subject of the asserted claim, which license may not be available on acceptable terms or at all. Defending or settling claims would require the expenditure of additional capital, and negative publicity could arise, even if the matter was ultimately decided in Verra Mobility's favor. Any of the foregoing could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Growth into new territories and technologies may be hindered or blocked by pre-existing third-party rights.

        Verra Mobility acts to obtain and protect intellectual property rights to operate successfully in those territories where it operates and intends to expand. Certain intellectual property rights including rights in trademarks and patents are national in character, and are obtained on a country-by-country basis by the first person to obtain protection through use or registration in that country in connection with specified products and services. As Verra Mobility's business grows, it continuously evaluates the

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potential for expansion into new territories and new products and services. There is a risk with each expansion that growth will be limited or unavailable due to blocking pre-existing third-party intellectual property rights.

Verra Mobility depends on the services of key executives and any inability to attract and retain key management personnel could have a material adverse effect.

        Verra Mobility's future success depends upon the continued services of its executive officers, including its Chief Executive Officer and Chief Financial Officer, who have critical experience and relationships that Verra Mobility relies on to implement its business plan and growth strategy. Additionally, as Verra Mobility's business grows, Verra Mobility may need to attract and hire additional management personnel. Verra Mobility has employment agreements with some members of senior management; however, Verra Mobility cannot prevent its executives from terminating their employment and competing with Verra Mobility following any departure. Moreover, Verra Mobility does not carry "key-man" life insurance on the lives of its executive officers, employees or advisors. Verra Mobility's ability to retain its key management personnel or to identify and attract additional management personnel or suitable replacements should any members of the management team leave or be terminated is dependent on a number of factors, including the competitive nature of the employment market and Verra Mobility's industry. Any failure to retain key management personnel or to attract additional or suitable replacement personnel could cause uncertainty among investors, employees, customers and others concerning Verra Mobility's future direction and performance and could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

A failure to attract and retain necessary skilled personnel and qualified subcontractors could have a material adverse effect.

        Verra Mobility's business depends on highly skilled technical, managerial, engineering, sales, marketing and customer support personnel and qualified and competent subcontractors. Competition for this personnel is intense, especially during times of low unemployment or economic recovery or growth. Any failure to attract, hire, assimilate in a timely manner and retain and motivate key qualified personnel, particularly software development, product development, analytics and other technical personnel, or inability to contract with qualified, competent subcontractors, could impair Verra Mobility's success. Further, Verra Mobility's recent acquisition activity could increase the challenge of retaining its key employees and subcontractors and those of the acquired businesses. The loss of any key technical employee or the termination of a key subcontractor relationship, and any inability to identify suitable replacements or offer reasonable terms to these candidates could have a material and adverse effect on Verra Mobility's business, financial condition and results of operations.

Litigation and other disputes and regulatory investigations could have a material adverse effect.

        From time to time, Verra Mobility may be involved in litigation and other disputes or regulatory investigations that arise in and outside the ordinary course of business. Verra Mobility expects that the number, frequency and significance of these matters may increase as its business expands and it grows as a company. Disputes and litigation may relate to, among other things, intellectual property, commercial arrangements, negligence and fiduciary duty claims, vicarious liability based upon conduct of individuals or entities outside of Verra Mobility's control, including its third-party service providers, antitrust claims, deceptive trade practices, general fraud claims and employment law claims, including compliance with wage and hour regulations. Like other companies that handle sensitive personal and payment information, Verra Mobility also faces the possibility of allegations regarding employee fraud or misconduct. In addition to more general litigation, at times Verra Mobility is also a named party in claims made against its customers, including putative class actions challenging the legality and constitutionality of automated photo enforcement and other similar programs of Verra Mobility's

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Government Solutions customers and consumer fraud claims brought against Verra Mobility's RAC customers alleging faulty disclosures regarding Verra Mobility's services. As a public company, in the future Verra Mobility may also be subject to securities class action and stockholder derivative lawsuits. From time to time, Verra Mobility may also be reviewed or investigated by U.S. federal state or local regulators or regulators in the foreign jurisdictions in which it operates regarding similar and other matters, including tax assessments. These investigations can be commenced at the initiative of the governmental authority or as a result of complaints by private citizens, regardless of whether the complaint has any merit. At times, Verra Mobility is also required to obtain proper licensing and permitting, including with respect to matters such as general contracting, performance of engineering services, performance of electrical work and performance of private investigative work. Although Verra Mobility carries general liability insurance coverage, Verra Mobility's insurance may not cover all potential claims to which Verra Mobility is exposed, whether as a result of a dispute, litigation or governmental investigation, and it may not adequately indemnify Verra Mobility for all liability that may be imposed.

        Any claims against Verra Mobility or investigation into Verra Mobility's business and activities, whether meritorious or not, could be time consuming, result in significant legal and other expenses, require significant amounts of management time and result in the diversion of significant operational resources. In addition, class action lawsuits can often be particularly burdensome given the breadth of claims, large potential damages and significant costs of defense. In the case of intellectual property litigation and proceedings, adverse outcomes could include the cancellation, invalidation or other loss of material intellectual property rights used in Verra Mobility's business and injunctions prohibiting Verra Mobility's use of business processes or technology that is subject to third-party patents or other third-party intellectual property rights. Legal or regulatory matters involving Verra Mobility's directors, officers or employees in their individual capacities can also create exposure for Verra Mobility because it may be obligated or may choose to indemnify the affected individuals against liabilities and expenses they incur in connection with such matters. Regulatory investigations, including with respect to proper licensing or permitting, can also lead to enforcement actions, fines and penalties, the loss of a license or permit or the assertion of private litigation claims. Risks associated with these liabilities are often difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time, making the amount of any legal reserves related to these legal liabilities difficult to determine and, if a reserve is established, subject to future revision. Future results of operations could be adversely affected if any reserve that Verra Mobility may establish for a legal liability is increased or the underlying legal proceeding, investigation or other contingency is resolved for an amount in excess of established reserves. Because litigation and other disputes and regulatory investigations are inherently unpredictable, Verra Mobility cannot assure you that the results of any of these matters will not have a material adverse effect on its business, financial condition and results of operations.

Verra Mobility's recent expansion into international markets through the acquisition of EPC exposes it to additional risks, and failure to manage those risks could have a material adverse effect.

        Verra Mobility did not have any history of conducting or overseeing international operations before Verra Mobility's April 2018 acquisition of EPC. The future success of Verra Mobility's business will depend, in part, on its ability to successfully manage these foreign operations. Because of Verra Mobility's limited experience with developing and managing relationships and sales and distribution channels in foreign markets, Verra Mobility's international efforts may not be successful. Verra Mobility's international operations also subject it to new risks that could increase expenses, restrict its ability to operate, result in lost revenues or otherwise materially and adversely affect its business, including:

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political, social, and economic instability, including the on-going impact of Great Britain's decision to exit the E.U. and European sovereign debt issues and tightening of government budgets;

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wars, civil unrest, acts of terrorism and other conflicts;



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increased complexity and costs of managing or overseeing foreign operations, including adapting and localizing Verra Mobility's services to specific regions and countries and relying on different third-party service providers;



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local business and cultural factors and customs that may differ from Verra Mobility's normal standards and practices;



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complying with tariffs, trade restrictions, and trade agreements and any changes thereto;



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foreign exchange and other restrictions and limitations on the transfer or repatriation of funds;



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adverse tax consequences;



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fluctuations in currency exchange rates;



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complying with varying legal and regulatory environments in multiple foreign jurisdictions, including with respect to data privacy and payment processing, and unexpected changes in these laws, regulatory requirements, and the enforcement thereof; and



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limited protection of Verra Mobility's intellectual property and other assets as compared to the laws of the United States.

        Political instability and uncertainty in the E.U. and, in particular, Great Britain's recent decision to exit the E.U. has slowed economic growth and created significant economic disruption and uncertainty in the region, including with respect to whether other nations may follow suit in withdrawing from the E.U. These uncertainties could continue to discourage near-term economic activity, including decisions regarding the continued use of Verra Mobility's solutions or the willingness of European RACs or FMCs to adopt a Verra Mobility solution, until the terms and circumstances of Great Britain's exit and its impact on other countries of the E.U. are resolved. The final terms of the withdrawal could also impact EPC's ability to obtain information from VLAs that is necessary to its operations in certain parts of the E.U.

        Verra Mobility has limited or no control over these and other factors related to international operations and while Verra Mobility is continuing to adapt to and develop strategies to address these risks, there is no guarantee that Verra Mobility will correctly anticipate any problems that arise or be successful in expanding its solutions from the U.S. into new European markets. Any failure to successfully manage these and other similar risks could have a material adverse effect on Verra Mobility's business, financial condition and results of operations.

Verra Mobility's growth is dependent on successfully implementing its international expansion strategy.

        Verra Mobility's growth strategy includes expanding Verra Mobility's global footprint, which may involve moving into regions and countries beyond those in which Verra Mobility currently operates, and Verra Mobility's success will depend, in part, on Verra Mobility's ability to anticipate and effectively manage the risks related to this expansion. In order to achieve widespread acceptance in new markets Verra Mobility may enter, Verra Mobility may need to develop new products and services or tailor its existing products and services to that market's unique customs, cultures and standards. In many cases, Verra Mobility will have limited or no experience in the particular region or country and learning the customs and cultures, particularly with respect to consumer preferences, differing technology standards and language barriers, is a difficult task and Verra Mobility's failure to do so could slow its growth there. In many of these markets, long-standing relationships between potential customers and their local partners and protective regulations, including local content requirements and approvals, and disparate networks and systems used by each country will create barriers to entry. Difficulties in foreign financial markets and economies and of foreign financial institutions, particularly in emerging markets,

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could also adversely affect demand in the affected areas. For this strategy to be successful, Verra Mobility must generate sufficient revenues and margins from the new markets to offset the expense of the expansion. Moreover, as the scale of Verra Mobility's international operations increases, Verra Mobility will be more susceptible to the general risks related to its existing international operations discussed above. If Verra Mobility is unable to further expand internationally or if it is unable to effectively and efficiently manage the complexity of its expanded operations and compete in these new regions and countries, Verra Mobility's business, financial condition and results of operations could be adversely affected.

Risks Related to the Company and the Business Combination

Our Initial Stockholders have agreed to vote in favor of the Business Combination and the other proposals described in this proxy statement, regardless of how our public stockholders vote.

        Unlike many other blank check companies in which the founders agree to vote their Founder Shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our Initial Stockholders have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination Proposal and the other proposals described in this proxy statement. As of the date hereof, our Initial Stockholders own shares equal to 20% of our issued and outstanding shares of Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if our Initial Stockholders agreed to vote any shares of Common Stock owned by them in accordance with the majority of the votes cast by our public stockholders.

Our Sponsor, certain members of our Board and our officers have interests in the Business Combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.

        When considering our Board's recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, our stockholders should be aware that the directors and officers of the Company have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

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the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;



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the fact that our Initial Stockholders have agreed to waive their rights to conversion price adjustments with respect to any shares of our Common Stock they may hold in connection with the consummation of the Business Combination;



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the fact that our Sponsor paid an aggregate of $25,000 for 10,781,250 Founder Shares and (after giving effect to the cancellation of (i) 781,250 Founder Shares on February 27, 2017 and (ii) approximately 3,478,261 Founder Shares at the time of the Business Combination) the remaining 6,521,739 Founder Shares will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $65,217,390 but, given the restrictions on such shares, we believe such shares have less value;



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the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business combination by January 19, 2019;



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the fact that our Sponsor paid an aggregate of approximately $10,000,000 for its 6,666,666 Private Placement Warrants to purchase shares of Class A Stock and that such Private

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Placement Warrants will expire worthless if a business combination is not consummated by January 19, 2019;

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the continued right of our Sponsor to hold our Class A Stock and the shares of Class A Stock to be issued to our Sponsor upon exercise of its Private Placement Warrants following the Business Combination, subject to certain lock-up periods;



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if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;



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the anticipated continuation of two of our existing directors, Messrs. Randall Bort and Jeffrey Rea, as directors of the post-combination company;



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the continued indemnification of our existing directors and officers and the continuation of our directors' and officers' liability insurance after the Business Combination;



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the fact that our Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by January 19, 2019;



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that, as described in the Charter Approval Proposal and reflected in Annex C, our proposed Second Amended and Restated Certificate of Incorporation will be amended to exclude The Gores Group and Platinum Equity and each of their successors, certain affiliates and each of their respective transferees as "interested parties" from the list of prohibited business combinations not in compliance with Section 203 of the DGCL;



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that, at the closing of the Business Combination we will enter into the Registration Rights Agreement with the Restricted Stockholders, which provides for registration rights to Restricted Stockholders and their permitted transferees;



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that certain employees and affiliates of our Sponsor have committed to purchase up to 4,203,795 shares of Class A Stock in the Private Placement for an aggregate commitment of approximately $38,674,914; and



•

the fact that Alec Gores, our Chairman, is the brother of Tom Gores, the Chief Executive Officer and Chairman of Platinum Equity, and that Tom Gores and certain employees and affiliates of Platinum Equity would participate in the Private Placement. Platinum Equity currently holds a controlling stake in Verra Mobility through the Platinum Stockholder, which will receive all of the cash consideration and a portion of the stock consideration to be paid in connection with the business combination. The Platinum Stockholder will retain approximately 34% of voting power in the post-combination company assuming no share redemptions and 47% of voting power assuming maximum share redemptions. The Platinum Stockholder will also have the right to nominate up to three directors to the post-closing company's board of directors, of whom one will initially be the current Chief Executive Officer of Verra Mobility as a Class II director and the other two will initially be representatives of the Platinum Stockholder as Class III directors. In addition, if one of the Platinum Stockholder's nominees is elected, one of the Platinum Stockholder's nominees will serve as the chairman of the board of directors and the Platinum Stockholder will have the right to appoint one representative to each committee of the board of the post-closing company. The Platinum Stockholder's right to nominate directors

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to the post-closing company's board is subject to maintaining its ownership percentage of the total outstanding shares of Class A Stock at certain levels as discussed elsewhere in this proxy statement.

Our Initial Stockholders, including our Sponsor and our independent directors, hold a significant number of shares of our Common Stock. They will lose their entire investment in us if a business combination is not completed.

        Our Initial Stockholders hold in the aggregate 10,000,000 Founder Shares, representing 20% of the total outstanding shares upon completion of our IPO. The Founder Shares will be worthless if we do not complete a business combination by January 19, 2019. In addition, our Sponsor holds an aggregate of 6,666,666 Private Placement Warrants that will also be worthless if we do not complete a business combination by January 19, 2019.

        The Founder's Shares are identical to the shares of Class A Stock included in the units, except that (i) the Founder Shares are subject to certain transfer restrictions, (ii) our Initial Stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (a) to waive their redemption rights with respect to their Founder Shares and public shares owned in connection with the completion of our Business Combination, (b) waive their right to a conversion price adjustment with respect to any shares of our common stock they may hold in connection with the consummation of the Business Combination and (c) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our Business Combination by January 19, 2019 (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our Business Combination by January 19, 2019) and (iii) the Founder Shares are automatically convertible into shares of our Class A Stock at the time of our Business Combination, as described herein.

        The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Verra Mobility, completing a business combination with Verra Mobility and may influence their operation of the post-combination company following the Business Combination. This risk may become more acute as the deadline of January 19, 2019 for completing a business combination nears.

Our Sponsor, directors or officers or their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed Business Combination and the other proposals described in this proxy statement and reduce the public "float" of our Class A Stock.

        Our Sponsor, directors or officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy closing conditions in the Merger Agreement regarding required amounts in the Trust Account and the proceeds from the Private Placement equaling or exceeding certain thresholds where it appears that such requirements would otherwise not be met. This may result in the completion of our Business Combination that may not otherwise have been possible.

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        In addition, if such purchases are made, the public "float" of our Class A Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on the Nasdaq or another national securities exchange or reducing the liquidity of the trading market for our Class A Stock.

Our public stockholders will experience dilution as a consequence of, among other transactions, the issuance of Class A Stock as consideration in the Business Combination and the Private Placement. Having a minority share position may reduce the influence that our current stockholders have on the management of the post-combination company.

        The issuance of the Class A Stock in the Business Combination and in the Private Placement will dilute the equity interest of our existing stockholders and may adversely affect prevailing market prices for our public shares and/or public warrants.

        It is anticipated that, upon completion of the Business Combination: (i) the Company's public stockholders (other than the Private Placement Investors) will retain an ownership interest of approximately 26% in the post-combination company; (ii) the Private Placement Investors will own approximately 28% of the post-combination company (such that public stockholders, including Private Placement Investors, will own approximately 54% of the post-combination company); (iii) our Initial Stockholders will own approximately 4% of the post-combination company, after giving effect to the cancellation of approximately 3,478,261 Founder Shares held by our Sponsor without giving effect to the expected distribution of Founder Shares to members of our Sponsor immediately prior to closing; and (iv) the Greenlight Stockholders will own approximately 42% of the post-combination company. These levels of ownership interest assume that no shares are elected to be redeemed. The Private Placement Investors have agreed to purchase in the aggregate approximately 43,478,261 shares of Class A Stock, for approximately $400,000,000 of gross proceeds, in the Private Placement. In this proxy statement, we assume that approximately $400,000,000 of the gross proceeds from the Private Placement, in addition to $400,000,000 of the funds from the Trust Account, will be used to fund the cash consideration payable pursuant to the Merger Agreement, the repayment of approximately $132,515,647 of Greenlight's existing indebtedness and the payment of certain transaction expenses. The ownership percentage with respect to the post-combination company following the Business Combination (a) does not take into account (1) warrants to purchase Class A Stock that will remain outstanding immediately following the Business Combination or (2) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement as Annex I, but (b) does include Founder Shares, which will be converted into shares of Class A Stock at the closing of the Business Combination on a one-for-one basis (after giving effect to the cancellation of approximately 3,478,261 of such shares and even though such shares of Class A Stock will be subject to transfer restrictions). If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the Company's existing stockholders in the post-combination company will be different. For more information, please see the sections entitled "Summary of the Proxy Statement—Impact of the Business Combination on the Company's Public Float" and "Unaudited Pro Forma Condensed Combined Financial Information."

There can be no assurance that our Class A Stock that will be issued in connection with the Business Combination will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or that we will be able to comply with the continued listing standards of Nasdaq.

        Our Class A Stock, public units and public warrants are currently listed on Nasdaq. Our continued eligibility for listing may depend on, among other things, the number of our shares that are redeemed. We intend to apply to continue the listing of our publicly-traded common stock and warrants on Nasdaq. If, after the Business Combination, Nasdaq delists our Class A Stock from trading on its

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exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

•

a limited availability of market quotations for our securities;



•

reduced liquidity for our securities;



•

a determination that our Class A Stock is a "penny stock" which will require brokers trading in our Class A Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;



•

a limited amount of news and analyst coverage; and



•

a decreased ability to issue additional securities or obtain additional financing in the future.

        The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because our Class A Stock, public units and public warrants are listed on Nasdaq, they are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state, other than the State of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

Resales of the shares of Class A Stock included in the Stock Consideration could depress the market price of our Class A Stock.

        There may be a large number of shares of Class A Stock sold in the market following the completion of the Business Combination or shortly thereafter. The shares held by the Company's public stockholders will be freely tradeable, and the shares held by the Private Placement Investors other than certain employees and affiliates of our Sponsor will be freely tradeable following the registration of the resale thereof pursuant to a registration statement that we have agreed to file within 30 days after the completion of the Business Combination. Unless such registration statement is not declared effective, beginning at least six months after the completion of the Business Combination, the Restricted Stockholders will also be permitted to sell their shares of Class A Stock in transactions not requiring registration under the Securities Act or pursuant to a demand registration.

        We will have approximately 155,200,000 shares of Class A Stock outstanding immediately following the Business Combination.

        Such sales of shares of Class A Stock or the perception of such sales may depress the market price of our Class A Stock.

We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by January 19, 2019. If we are unable to effect a business combination by January 19, 2019, we will be forced to liquidate and our warrants will expire worthless.

        We are a blank check company, and as we have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by January 19, 2019. If we do not complete an initial business combination by January 19, 2019, we will: (i) cease all

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operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest not previously released to the Company to fund Regulatory Withdrawals and/or its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per public unit in the IPO. In addition, if we fail to complete an initial business combination by January 19, 2019, there will be no redemption rights or liquidating distributions with respect to our public warrants or the Private Placement Warrants, which will expire worthless.

Even if we consummate the Business Combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of our warrants may be amended.

        The exercise price for our warrants is $11.50 per share of Class A Stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, including the key personnel of Verra Mobility whom we expect to stay with the post-combination business following the Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.

        Our ability to successfully effect our Business Combination is dependent upon the efforts of our key personnel, including the key personnel of Verra Mobility. Although some of our key personnel may remain with the post-combination business in senior management or advisory positions following our Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. We anticipate that some or all of the management of Verra Mobility will remain in place.

        Verra Mobility's success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of Verra Mobility's officers could have a material adverse effect on Verra Mobility's business, financial condition, or operating results. Verra Mobility does not maintain key-man life insurance on any of its officers. The services of such personnel may not continue to be available to the post-combination business.

The Company and Verra Mobility will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

        Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on the Company and Verra Mobility. These uncertainties may impair our or Verra Mobility's ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, our or Verra Mobility's business could be harmed.

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We may waive one or more of the conditions to the Business Combination.

        We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination, to the extent permitted by our current certificate of incorporation and bylaws and applicable laws. For example, it is a condition to our obligations to close the Business Combination that there be an amount from the Trust Account and the proceeds of the Private Placement that equals or exceeds $550,000,000. However, if our Board determines that a failure to satisfy the condition is not material, then the Board may elect to waive that condition and close the Business Combination. We may not waive the condition that our stockholders approve the Business Combination. Please see the section entitled "Proposal No. 1—Approval of the Business Combination—The Merger Agreement—Conditions to Closing of the Business Combination" for additional information.

The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of our stockholders.

        In the period leading up to the closing of the Business Combination, other events may occur that, pursuant to the Merger Agreement, would require the Company to agree to amend the Merger Agreement, to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of Verra Mobility's business, a request by Verra Mobility to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Verra Mobility's business and would entitle the Company to terminate the Merger Agreement. In any of such circumstances, it would be in the discretion of the Company, acting through the Board, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for the Company and our stockholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our stockholders with respect to the Business Combination Proposal.

We and Verra Mobility will incur significant transaction and transition costs in connection with the Business Combination.

        We and Verra Mobility have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We and Verra Mobility may also incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs or paid by the Company following the closing of the Business Combination.

        The Company's transaction expenses as a result of the Business Combination are currently estimated at approximately $25,000,000, including $14,000,000 in deferred underwriting commissions to the underwriter of our IPO. The amount of the deferred underwriting commissions will not be adjusted for any shares that are redeemed in connection with a business combination. The per-share amount we

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will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

If we are unable to complete an initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that our Sponsor is unable to indemnify), and our warrants will expire worthless.

        If we are unable to complete an initial business combination by January 19, 2019, our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third-party brings a claim against us that our Sponsor is unable to indemnify (as described herein)) and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

        Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party's engagement would be significantly more beneficial to us than any alternative.

        Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete our Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

        Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent public accountants) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriter of our IPO

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against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor's only assets are securities of our Company. We have not asked our Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

        In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share or (ii) other than due to the failure to obtain a waiver to seek access to the Trust Account, such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to fund our Regulatory Withdrawals and/or to pay our franchise and income tax obligations, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine a favorable outcome is unlikely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in our Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

        If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Following the consummation of the Business Combination, our only significant asset will be our ownership interest in Verra Mobility and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Common Stock or satisfy our other financial obligations.

        Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of Verra Mobility. We and certain investors, the Greenlight Stockholders, and directors and officers of Verra Mobility and its affiliates will become stockholders of the post-combination company at that time. We will depend on Verra Mobility for

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distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to our Common Stock. The financial condition and operating requirements of Verra Mobility may limit our ability to obtain cash from Verra Mobility. The earnings from, or other available assets of, Verra Mobility may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Common Stock or satisfy our other financial obligations.

        The ability of Verra Mobility and its subsidiaries (other than subsidiaries which have been designated as unrestricted to the extent permitted under the terms of the Rollover Credit Agreements) to make distributions, loans and other payments to us for the purposes described above and for any other purpose will be governed by the terms of the Rollover Credit Agreements, and will be subject to the negative covenants set forth therein. Any loans or other extensions of credit to us from Verra Mobility and its subsidiaries (other than from subsidiaries which have been designated as unrestricted in accordance with the Rollover Credit Agreements) will be permitted only to the extent there is an applicable exception to the investment covenants under the Rollover Credit Agreements. The exceptions include,, among others, (i) a general investment basket equal to the greater of a fixed dollar amount and a percentage of consolidated total assets, (ii) in the case of the First Lien Term Loan Facility, (x) an unlimited investment basket, subject to the satisfaction of a maximum total net leverage ratio on a pro forma basis and (y) use of a customary "available amount" builder basket, which may be used for investments, dividends and distributions and certain other restricted payments of indebtedness, and is equal to the great of a fixed dollar amount and a percentage of consolidated total assets, plus cumulative retained excess cash flow and certain other amounts, less amounts previously expended in reliance on the "available amount" builder basket and (iii) in the case of the Revolving Credit Facility, an unlimited investment basket, subject to the absence of a continuing event of default and the satisfaction of customary "payment conditions" determined by reference to use of the available commitments under the Revolving Credit Facility, as of the date of such investment on a pro forma basis and on an average basis for the 30-day period ending on the date of such investment. Similarly, any dividends, distributions or similar payments to us from Verra Mobility and its subsidiaries (other than from subsidiaries which have been designated as unrestricted in accordance with the Rollover Credit Agreements) will be permitted only to the extent there is an applicable exception to the dividends and distributions covenants under the Rollover Credit Agreements. These exceptions include, among others, (i) the ability to make tax distributions, subject to certain limitations, (ii) distributions to fund the payment of general corporate operating and overhead costs and expenses of parent companies, (iii) satisfying general basket for dividends and distributions equal to the greater of a fixed dollar amount and a percentage of consolidated total assets, (iv) in the case of the First Lien Term Loan Facility, (x) an unlimited basket for dividends and distributions, subject to the satisfaction of a maximum total net leverage ratio on a pro forma basis and (y) use of the "available amount" builder basket described above, subject, in the case of the use of the cumulative retained excess cash flow portion thereof, to the absence of a continuing event of default and satisfaction of a maximum total net leverage ratio on a pro forma basis and (v) in the case of the Revolving Credit Facility, an unlimited basket for dividends and distributions, subject to the absence of a continuing event of default and the satisfaction of customary "distribution conditions" determined by reference to use of the available commitments under the Revolving Credit Facility, as of the date of such dividend or distribution on a pro forma basis and on an average basis for the 30-day period ending on the date of such dividend or distribution.

We may be required to pay the Platinum Stockholder for a significant portion of the tax benefit relating to pre-Business Combination tax attributes of Verra Mobility.

        At the closing of the Business Combination, we will enter into the Tax Receivable Agreement, substantially in the form attached as Annex H to this proxy statement, with the Platinum Stockholder and the Stockholder Representative. The Tax Receivable Agreement will generally provide for the

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payment by the Company to the Platinum Stockholder of 50% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the closing of the Business Combination as a result of the increase in the tax basis of the intangible assets of HTA resulting from the acquisition of HTA by Verra Mobility prior to the Business Combination. The Company generally will retain the benefit of the remaining 50% of these cash savings.

        Under certain circumstances (including an election by the Company, a material breach of the Company's obligations under the Tax Receivable Agreement, or certain transactions constituting a change in control or divestiture of the HTA assets under the Tax Receivable Agreement), payments under the Tax Receivable Agreement may be required to be accelerated and paid entirely in a lump sum based on certain valuation assumptions, including that the Company and its subsidiaries will generate sufficient taxable income to fully utilize the applicable deductions generated by the intangible assets of HTA.

Subsequent to our completion of our Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

        Although we have conducted due diligence on Verra Mobility, we cannot assure you that this diligence will surface all material issues that may be present in Verra Mobility's business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Verra Mobility's business and outside of our and Verra Mobility's control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. Accordingly, any of our stockholders who choose to remain stockholders following our Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

We have no operating or financial history and our results of operations and those of the post-combination company may differ significantly from the unaudited pro forma financial data included in this proxy statement.

        We are a blank check company and we have no operating history and no revenues. This proxy statement includes unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of operations of the post-combination company combines the historical audited results of operations of the Company for the period ended December 31, 2017 and the unaudited results of the Company for the six months ended June 30, 2018, with the historical audited results of operations of Verra Mobility for the year ended December 31, 2017 and the unaudited results of Verra Mobility for the six months ended June 30, 2018, respectively, and gives pro forma effect to the Business Combination and the acquisitions of HTA and EPC by Verra Mobility as if they had been consummated on January 1, 2017. The unaudited pro forma condensed combined balance sheet of the post-combination company combines the historical balance sheets of the Company as of June 30, 2018 and of Verra Mobility as of June 30, 2018 and gives pro forma effect to the Business Combination and the acquisitions of HTA and EPC by Verra Mobility as if they had been consummated on June 30, 2018.

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        The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination and the acquisitions by Verra Mobility been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination company. Accordingly, the post-combination company's business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information."

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

        We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•

changes in the valuation of our deferred tax assets and liabilities;



•

expected timing and amount of the release of any tax valuation allowances;



•

tax effects of stock-based compensation;



•

costs related to intercompany restructurings;



•

changes in tax laws, regulations or interpretations thereof; or



•

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

        In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

        Following the Business Combination, the price of our securities may fluctuate significantly due to the market's reaction to the Business Combination and general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of our securities after the Business Combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

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If the Business Combination's benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

        If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Company's securities prior to the closing of the Business Combination may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination.

        In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Immediately prior to the Business Combination, there has not been a public market for Verra Mobility's stock and trading in the shares of our Class A Stock has not been active. Accordingly, the valuation ascribed to Verra Mobility and our Class A Stock in the Business Combination may not be indicative of the price of the post-combination company that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

        Factors affecting the trading price of the post-combination company's securities following the Business Combination may include:

•

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;



•

changes in the market's expectations about our operating results;



•

the public's reaction to our press releases, our other public announcements and our filings with the SEC;



•

speculation in the press or investment community;



•

success of competitors;



•

our operating results failing to meet the expectation of securities analysts or investors in a particular period;



•

changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the market in general;



•

operating and stock price performance of other companies that investors deem comparable to the post-combination company;



•

our ability to market new and enhanced products on a timely basis;



•

changes in laws and regulations affecting our business;



•

commencement of, or involvement in, litigation involving the post-combination company;



•

changes in the post-combination company's capital structure, such as future issuances of securities or the incurrence of additional debt;



•

the volume of shares of our Class A Stock available for public sale;



•

any major change in our Board or management;

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•

sales of substantial amounts of Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur;



•

the realization of any of the risk factors presented in this proxy statement;



•

additions or departures of key personnel;



•

failure to comply with the requirements of Nasdaq;



•

failure to comply with the Sarbanes-Oxley Act of 2002 or other laws or regulations;



•

actual, potential or perceived control, accounting or reporting problems;



•

changes in accounting principles, policies and guidelines; and



•

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

        Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the post-combination company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

        In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management's attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Past performance by The Gores Group, including our management team, may not be indicative of future performance of an investment in the Company.

        Information regarding performance by, or businesses associated with, The Gores Group and its affiliates is presented for informational purposes only. Past performance by The Gores Group and by our management team, including with respect to Gores Holdings, Inc. ("Gores Holdings I"), is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our business combination. You should not rely on the historical record of The Gores Group's or our management team's or Gores Holdings I's performance as indicative of the future performance of an investment in the Company or the returns the Company will, or is likely to, generate going forward.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A Stock to drop significantly, even if our business is doing well.

        Sales of a substantial number of shares of Class A Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A Stock. After the Business Combination, our Initial Stockholders, including our Sponsor, as well as Platinum Equity and the other Greenlight Stockholders, will hold approximately 46% of our Class A Stock. In addition, at the closing of the Business Combination, the Company will enter into the Registration Rights Agreement, substantially in the form attached as Annex F to this proxy statement, with the Restricted Stockholders. Pursuant to

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the terms of the Registration Rights Agreement, (a) any outstanding share of Class A Stock or any other equity security (including the Private Placement Warrants and including shares of Class A Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Restricted Stockholder as of the date of the Registration Rights Agreement or thereafter acquired by a Restricted Stockholder (including the shares of Class A Stock issued upon conversion of the Class F Stock and upon exercise of any Private Placement Warrants) and shares of Class A Stock issued or issuable as Earn-Out Shares to the Platinum Stockholder and (b) any other equity security of the Company issued or issuable with respect to any such share of common stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise will be entitled to registration rights. In addition, our Initial Stockholders entered into a letter agreement pursuant to which they agreed that, with certain limited exceptions, the Founder Shares (which will be converted into shares of Class A Stock at the closing of the Business Combination) may not be transferred until 180 days after the closing of the Business Combination. In addition, given that the lock-up period on the Founder Shares is potentially shorter than most other blank check companies, these shares may become registered and available for sale sooner than Founder Shares in such other companies.

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

        Our quarterly operating results may fluctuate significantly because of several factors, including:

•

labor availability and costs for hourly and management personnel;



•

profitability of our products, especially in new markets and due to seasonal fluctuations;



•

changes in interest rates;



•

impairment of long-lived assets;



•

macroeconomic conditions, both nationally and locally;



•

negative publicity relating to products we serve;



•

changes in consumer preferences and competitive conditions;



•

expansion to new markets; and



•

fluctuations in commodity prices.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the post-combination company, its business, or its market, or if they change their recommendations regarding our Class A Stock adversely, then the price and trading volume of our Class A Stock could decline.

        The trading market for our Class A Stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the Company or the post-combination company. If no securities or industry analysts commence coverage of the post-combination company, our stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the post-combination company change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A Stock would likely decline. If any analyst who may cover the Company were to cease coverage of the post-combination company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

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We may be unable to obtain additional financing to fund the operations and growth of the post-combination company.

        We may require additional financing to fund the operations or growth of the post-combination company. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the post-combination company. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our Business Combination.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

        We are subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

Platinum Equity will have significant influence over us after completion of the Business Combination.

        Upon completion of the Business Combination, Platinum Equity will beneficially own approximately 34% of our Class A Stock. As long as Platinum Equity owns or controls a significant percentage of our outstanding voting power, it will have the ability to significantly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our Board, any amendment to our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. Platinum Equity's influence over the post-combination company's management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of the post-combination company, which could cause the market price of our Class A Stock to decline or prevent stockholders from realizing a premium over the market price for Class A Stock. Because the amended certificate of incorporation will opt out of Section 203 of the DGCL regulating certain business combinations with interested stockholders, Platinum Equity may transfer shares to a third party by transferring their common stock without the approval of our board of directors or other stockholders, which may limit the price that investors are willing to pay in the future for shares of our common stock. Pursuant to the Investor Rights Agreement, the Platinum Stockholder will have the right to nominate up to three directors to the post-closing company's board of directors, of whom one will initially be the current Chief Executive Officer of Verra Mobility as a Class II director and the other two will initially be representatives of the Platinum Stockholder as Class III directors. In addition, if one the of the Platinum Stockholder's nominees is elected, one of the Platinum Stockholder's nominees will serve as the chairman of the board of directors and the Platinum Stockholder will have the right to appoint one representative to each committee of the board of the post-closing company. The Platinum Stockholder's right to nominate directors to the post-closing company's board is subject to its ownership percentage of the total outstanding shares of Class A Stock. If the Platinum Stockholder holds: (i) 25% or greater of the outstanding Class A Stock, it will have the right to appoint three directors; (ii) less than 25% but greater than or equal to 15% of the outstanding Class A Stock, it will have the right to appoint two directors; (iii) less than 15% but greater than or equal to 5% of the outstanding Class A Stock, it will have the right to appoint one director; and (iv) less than 5% of the outstanding Class A Stock, it will not have the right to nominate any directors.

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        Platinum Equity's interests may not align with our interests as a company or the interests of our other stockholders. Accordingly, Platinum Equity could cause us to enter into transactions or agreements of which you would not approve or make decisions with which you would disagree. Further, Platinum Equity are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. Platinum Equity may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In recognition that principals, members, directors, managers, partners, stockholders, officers, employees and other representatives of Platinum Equity and its affiliates and investment funds may serve as our directors or officers, our restated certificate of incorporation provides, among other things, that none of Platinum Equity or any principal, member, director, manager, partner, stockholder, officer, employee or other representative of Platinum Equity has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do. In the event that any of these persons or entities acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and these persons and entities will not have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for themselves or direct such opportunity to another person. These potential conflicts of interest could have a material adverse effect on our business, financial condition and results of operations if, among other things, attractive corporate opportunities are allocated by Platinum Equity to themselves or their other affiliates.

We have not registered the shares of Class A Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

        We have not registered the shares of Class A Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed to use our best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A Stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in such registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if our Class A Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to physical (cash) or net share (cashless) settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of

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such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A Stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A Stock for sale under all applicable state securities laws.

The exercise price for our warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire worthless.

        The exercise price of our warrants is higher than is typical with many similar blank check companies in the past. Historically, with regard to units offered by blank check companies, the exercise price of a warrant was generally a fraction of the purchase price of the units in the initial public offering. The exercise price for our warrants is $11.50 per share, subject to adjustment as provided herein. As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.

We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.

        Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Class A Stock purchasable upon exercise of a warrant.

We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

        We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrant holders and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force the warrant holders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

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Because each unit contains one-third of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

        Each unit contains one-third of one warrant. Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant may be exercised at any given time. This is different from other offerings similar to ours whose units include one share of common stock and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

Warrants will become exercisable for our Class A Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

        We issued warrants to purchase 13,333,333 shares of Class A Stock as part of our IPO and, on the IPO closing date, we issued Private Placement Warrants to our Sponsor to purchase 6,666,666 shares of our Class A Stock, in each case at $11.50 per share. In addition, prior to consummating an initial business combination, nothing prevents us from issuing additional securities in a private placement so long as they do not participate in any manner in the Trust Account or vote as a class with the Common Stock on a business combination. We expect to issue approximately 43,478,261 shares of our Class A Stock to the Private Placement Investors in the Private Placement upon consummation of the Business Combination. The shares of Class A Stock issued in the Private Placement and additional shares of our Class A Stock issued upon exercise of our warrants will result in dilution to the then existing holders of Class A Stock of the Company and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A Stock.

        The Private Placement Warrants are identical to the warrants sold as part of the units issued in our IPO except that, so long as they are held by our Sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the Class A Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of an initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

        Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete an initial business combination by January 19, 2019 may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following January 19, 2019 in the

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event we do not complete an initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

        Because we will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the ten years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete an initial business combination by January 19, 2019 is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.