Washington, D.C. 20549


FORM 12b-25




(Check one):  

¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q 

¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR 

    For Period Ended: March 31, 2021
    ¨ Transition Report on Form 10-K
    ¨ Transition Report on Form 20-F
    ¨ Transition Report on Form 11-K
    ¨ Transition Report on Form 10-Q
    ¨ Transition Report on Form N-SAR
    ¨ For the Transition Period Ended:


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:






VG Acquisition Corp.

Full Name of Registrant



Former Name if Applicable


65 Bleecker Street, 6th Floor 

Address of Principal Executive Office (Street and Number)  

New York, NY 10012 

City, State and Zip Code




PART II - RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)



  (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.






State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


VG Acquisition Corp. (the “Registrant”) has elected not to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) and is filing a Form 12b-25 for a 5 day extension deemed necessary for the following reason: The Registrant is still assessing the impact of the guidance issued by the Securities and Exchange Commission on April 12, 2021 as to the accounting implications of certain terms that are common in warrants issued by SPACs. The Registrant correspondingly anticipates the Form 10-Q will be filed as soon as practicable prior to May 24, 2021.






(1)Name and telephone number of person to contact in regard to this notification


James Cahillane   212   497-9098
(Name)   (Area Code)   (Telephone Number)


(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨


(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes x No ¨




If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


We are required by Part IV, Item (3) of Form 12b-25 to provide as part of this filing an explanation regarding whether the results of operations we expect to report for the quarter ended March 31, 2021 will reflect significant changes from our results of operations for the quarter ended March 31, 2020. Because we have not completed our financial statements due the reasons provided above, we are unable to provide a reasonable estimate of our results of operations for the quarter ended March 31, 2021. Accordingly, we cannot at this time estimate what significant changes will be reflected in our results of operations for the year ended March 31, 2021 compared to our results of operations for March 31, 2020.




VG Acquisition Corp. 

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



Date:   May 17, 2021   By:   /s/ James Cahillane
        Name:   James Cahillane
        Title:   Corporate Secretary