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Mail Stop 3561
September 28, 2018
Alec E. Gores
Chairman of the Board of Directors
Gores Holdings II, Inc.
9800 Wilshire Blvd.
Beverly Hills, CA 90212
Re: Gores Holdings II, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed September 17, 2018
File No. 1-37979
Dear Mr. Gores:
We have reviewed your revised filing and have the following comments. In
some of
our comments, we may ask you to provide us with information so we may better
understand
your disclosure.
Please respond to these comments within ten business days by providing
the
requested information or advise us as soon as possible when you will respond.
If you do not
believe our comments apply to your facts and circumstances, please tell us why
in your
response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in
our September 11, 2018 letter.
Frequently Used Terms, page 8
1. We note that, in response to comment 1, you have revised numerous market
leadership assertions in your filing. With respect to your disclosure on
page 258,
where you state that "Verra Mobility is the market leader in automated
safety
solutions holding market shares as a percentage of cameras of 46% in red
light, 55%
in speed, and 48% in school bus road safety cameras," in light of the
specificity of
these statements, please provide us with the source of these market
share statistics,
and revise the market leadership assertions in your filing regarding the
Government
Solutions segment to clarify the extent to which they are based on these
statistics and
to cite their specific source.
Alec E. Gores
Gores Holdings II, Inc.
September 28, 2018
Page 2
You may contact Myra Moosariparambil, Staff Accountant, at (202)
551-3796 or
Andrew Blume, Staff Accountant, at (202) 551-3254 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Parhaum J.
Hamidi, Special Counsel, at (202) 551-3421 or me at (202) 551-3720 with any
other
questions.
Sincerely,
/s/ Mara L. Ransom
Mara L. Ransom
Assistant Director
Office of Consumer
Products