VG Acquisition Corp. receives a scheduled notification from NYSE regarding the postponement of the quarterly report


NEW YORK, May 28, 2021 / PRNewswire / – VG Acquisition Corp. (the “Company”) announced today that it received notice on May 25, 2021 of the New York Stock Exchange (“NYSE”) indicating that due to the failure of the Company to timely file its quarterly report on Form 10-Q for the period ended March 31, 2021 (the “Quarterly Report”), the Company is no longer in compliance with the continuous listing requirements set out in section 802.01E of the NYSE Listed Company Manual. The notice has no immediate impact on the listing of the Company’s securities, which will continue to trade on the New York Stock Exchange, subject to the Company’s compliance with other applicable listing requirements.

As previously stated on May 3, 2021 in the current report on Form 8-K filed by the company, the April 12, 2021 the staff of the United States Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Emissions by Special Purpose Acquisition Companies (” SPAC “)” (the “Staff Statement”) . The staff statement sets out the conclusion of the Office of the Chief Accountant of the SEC that certain provisions included in warrant agreements entered into by many PSPCs, such as the Company, require that such warrants be recognized as measured liabilities. fair value, rather than as equity securities, with changes in fair value during each financial reporting period being recognized in income. The Company has previously classified its private warrants and public warrants as equity.

As shown in the current report on Form 8-K filed by the company on May 2, 2021, the management of the company and the audit committee of the board of directors of the company have concluded that, in the light of the staff report, it is appropriate to restate the previously published audited financial statements of the company at December 31, 2020 and for the period of February 19, 2020 (creation) through December 31, 2020. The company filed an amendment to its annual report on Form 10-K for the year ended December 31, 2020, which includes the restated audited financial statements of the company as of December 31, 2020 and for the period of February 19, 2020 (creation) through the 31st of December, 2020. Due to the scope of the process of evaluating the impact of the staff statement on the financial statements of the company, the company has not been able to complete and file its quarterly report on the date required due date May 17, 2021. The May 17, 2021, the company has filed a Form 12b-25 Late Filing Notification with the SEC regarding the quarterly report. The Company is working diligently to prepare and file the quarterly report as soon as reasonably possible.

The notice says under NYSE rules, the company will have six months from the filing deadline to file its quarterly report. The company can comply with NYSE listing standards during this six-month period when the company files its quarterly report with the SEC. If the company fails to file its quarterly report within this six-month period, the NYSE may, in its sole discretion, allow the company’s securities to trade for an additional six months depending on the specific circumstances. The Company’s securities will remain listed on the NYSE under the symbols “VGAC.U”, “VGAC” and “VGAC.WS” but will have an “LF” indicator to indicate late filing status. This indicator will be attributed to the Company’s securities until the filing of the quarterly report.

The date for the extraordinary general meeting of shareholders of the Company to vote on its proposed business combination with 23andMe, Inc., a leading consumer genetics and research company, has been called for June 10, 2021. Shareholders registered at the close of business on May 5, 2021 have the right to vote on the matters submitted to the extraordinary general meeting. The business combination, if approved by the shareholders of the Company, should be closed as soon as possible after the extraordinary general meeting.

About VG Acquisition Corp.

VG Acquisition Corp. was created for the purpose of effecting a merger, merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more companies. The management team includes: Mr. Richard branson, founder of VGAC, a renowned global entrepreneur and founder of the Virgin Group; Josh bayliss, CEO and Director of VGAC, who is the CEO of the Virgin Group and is responsible for the strategic development of the Virgin Group, the licensing of the brand globally and the management of direct investments on behalf of the group Virgin in various companies around the world; and Evan lovell, CFO and Director of VGAC, who is the Chief Investment Officer of the Virgin Group and is responsible for managing the investment team and the portfolio of the Virgin Group in North America.

Forward-looking statements

This communication contains certain “forward-looking statements”, including statements regarding the ability of the Company to prepare and file the Quarterly Report on a timely basis. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “could”, “plan”, “possible” , “Potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained herein are based on the Company’s current expectations and beliefs regarding future developments and their potential effects, but there can be no assurance that these will be as anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions which may result in actual results or performance materially different from those expressed or implied by these. forward-looking statements. . These factors include, but are not limited to: failure to complete the business combination, including failure to receive required securityholder approvals, or failure of other closing conditions. Except as required by law, the Company undertakes no obligation to update or revise forward-looking statements whether as a result of new information, future events or otherwise.

Further information

VGAC has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, as amended (the “Form S-4”), which included the definitive proxy circular of VGAC, a prospectus and 23andMe’s consent solicitation statement. Form S-4 was declared effective on May 14, 2021. The final proxy circular / prospectus and other proxy documents have been mailed to registered shareholders of VGAC at the May 5, 2021. VGAC shareholders and other interested parties are advised to read Form S-4, the definitive proxy statement / prospectus included in Form S-4 and the documents incorporated by reference therein and filed as part. of the proposed business combination as these documents contain information about VGAC, 23andMe and the business combination. Shareholders will also be able to obtain free copies of Form S-4 and the Proxy Circular / Prospectus by directing a request to: VG Acquisition Corp. 65 Bleecker Street, 6th Floor, New York NY 10012. These documents and VGAC’s annual and other reports filed with the SEC can also be obtained, free of charge, from the SEC’s website (

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities, nor a solicitation of a vote or approval, nor any sale of securities in any jurisdiction in which such an offer, solicitation or sale would be. be unlawful prior to registration or qualification under the securities laws of any of these jurisdictions.

Solicitation participants

VGAC, 23andMe and their respective directors, officers, other officers and employees may be considered participants in the solicitation of proxies from VGAC shareholders in connection with the business combination. Information regarding the names and interests in the proposed business combination of the directors and officers of VGAC is contained in the documents filed by VGAC with the SEC. Additional information regarding the interests of such potential participants in the solicitation process is included in Form S-4 (and Proxy Circular / Final Prospectus) and other relevant documents filed with the SEC.

For more information please contact:

Investor Relations:

FTI Council

WE, Canada, South America, AustraliaAntonia Gray / Grace Altman [email protected] / [email protected]

UK, Middle East, Asia, AfricaCharles palmer

[email protected]

Media Relations:

VG Acquisition Corp.

FTI Council

WE, Canada, South America, AustraliaAntonia Gray / Grace Altman [email protected] / [email protected]

UK, Middle East, Asia, AfricaCharles palmer

[email protected]

SOURCE VG Acquisition Corp.

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