Attached files

file filename
EX-23.1 - EXHIBIT 23.1 - 23andMe Holding Co.dp138046_ex2301.htm
EX-5.2 - EXHIBIT 5.2 - 23andMe Holding Co.dp138046_ex0502.htm
EX-5.1 - EXHIBIT 5.1 - 23andMe Holding Co.dp138046_ex0501.htm
As filed with the Securities and Exchange Commission on October 1, 2020
    No. 333-
SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
____________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

 

VG Acquisition Corp.
(Exact name of registrant as specified in its charter)

Cayman Islands

(State or other jurisdiction of incorporation 

or organization)

6770

(Primary Standard Industrial

Classification Code Number)

Not Applicable
(I.R.S. Employer Identification No.)

 

65 Bleecker Street, 6th Floor 

New York, NY 10012

Tel: (212) 497-9050
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

 

Josh Bayliss
Chief Executive Officer
  Evan Lovell
Chief Financial Officer
 

65 Bleecker Street, 6th Floor 

New York, NY 10012

Tel: (212) 497-9050

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

 

Copies to:

Derek J. Dostal

Deanna L. Kirkpatrick
Davis Polk & Wardwell LLP
450 Lexington Avenue

New York, NY 10017 

Tel: (212) 450-4000

Matthew Gardner

Michael Johns

Maples and Calder 

P.O. Box 309, Ugland House
Grand Cayman
 

KY1-1104 

Cayman Islands
Tel: (345) 949-8066

Michael W. Benjamin
Shagufa R. Hossain
Latham & Watkins LLP
885 Third Avenue

New York, NY 10022

Tel: (212) 906-1200

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.
____________________

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:
If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. File Number 333-248844

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   Accelerated filer
Non-accelerated filer   Smaller reporting company
      Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

CALCULATION OF REGISTRATION FEE  

Title Of Each Class
Of Securities To Be Registered
Amount To Be Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount Of
Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2) 9,200,000 Units $ 10.00 $ 92,000,000 $            10,037.20
Class A ordinary shares included as part of the units(3) 9,200,000 Shares (4)
Redeemable warrants included as part of the units(3) 3,066,667 Warrants (4)
Total     $ 92,000,000 $        10,037.20 (5)

 

(1)Estimated solely for the purpose of calculating the registration fee.

 

(2)Represents 9,200,000 units, consisting of 9,200,000 Class A ordinary shares and 3,066,666.67 redeemable warrants (including 1,200,000 units, consisting of 1,200,000 Class A ordinary shares and 400,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any).

 

(3)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.

 

(4)No fee pursuant to Rule 457(g)

 

(5)The Registrant previously registered securities having a proposed maximum aggregate offering price of $460,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-248844), which was declared effective by the Securities and Exchange Commission on October 1, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $92,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

EXPLANATORY NOTE AND INCORPORATION

INFORMATION BY REFERENCE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 9,200,000 additional units of VG Acquisition Corp., a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1, including 1,200,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. Pursuant to Rule 462(b), the Registrant hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-248844) declared effective on October 1, 2020 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a)       Exhibits. All exhibits filed with or incorporated by reference in Registration Statement No. 333-248844 are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for those set forth in the exhibit index attached hereto, which are filed herewith.

 

Exhibit Number

Description
  5.1 Opinion of Davis Polk & Wardwell LLP
  5.2 Opinion of Maples and Calder, Cayman Islands counsel to the Registrant
23.1 Consent of WithumSmith+Brown, PC
23.2 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.3 Consent of Maples and Calder (included in Exhibit 5.2)
24.1 Power of Attorney (included on signature page of the intial filing of Registration Statement on Form S-1, File No. 333-248844, initially filed on September 16, 2020)

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on the 1st day of October, 2020.

 

VG ACQUISITION CORP.  
   
   
By: /s/ Evan Lovell  
  Name:  Evan Lovell  
  Title:    Attorney-in-fact  

 

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

 

Signature Title Date
     
*

Josh Bayliss

Chief Executive Officer
(Principal Executive Officer) 

October 1, 2020
     
/s/ Evan Lovell

Evan Lovell

Chief Financial Officer
(Principal Financial and Accounting Officer) 

October 1, 2020
     

 

* By: /s/ Evan Lovell
  Name: Evan Lovell
  Title:  Attorney-in-fact