Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
212 450 4000 tel
May 13, 2021
VG Acquisition Corp.
Registration Statement on Form S-4
Submitted March 26, 2021
Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
Dear Sir or Madam,
On behalf of our client, VG Acquisition Corp., a Cayman Islands exempted company (the Company or VGAC), we are responding to the comments from the Staff (the Staff) of the Securities and Exchange Commission (the Commission) relating to Amendment 1 to the Companys Registration Statement on Form S-4 (Amendment No. 1) contained in the Staffs letter dated May 12, 2021 (the Comment Letter). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is submitting Amendment No. 2 to the Registration Statement (Amendment No. 2) together with this response letter. Amendment No. 2 contains certain additional updates and revisions. We are also sending, under separate cover, a copy of Amendment No. 2 and marked copies of Amendment No. 2 showing the changes to Amendment No. 1 submitted on May 5, 2021.
Set forth below are the Companys responses to the Staffs comments. For convenience, the Staffs comments are repeated below in italics, followed by the Companys response to the comments, as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the Registration Statement where the revised language addressing a particular comment appears.
Amendment No. 1 to the Registration Statement on Form S-4, Filed May 5, 2021
Recent Developments, page 18
In order to provide a more balanced presentation, please revise your presentation of Preliminary Financial Results for the Fiscal Year Ended March 31, 2021 to also disclose your estimated expenses and net income/loss for the period in addition to your current presentation of estimated, unaudited revenues.
In response to the Staffs comment, the Company has revised the disclosure on page 19 of Amendment No. 2.
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|U.S. Securities and Exchange Commission||2||May 13, 2021|
23andMes ability to use its net operating loss carryforwards may be subject to limitations, page 41
We note your response to our prior comment number 2. Please revise to include the language deleted from page 44 concerning the specific risk this offering poses to 23andMe with respect to its carryforwards, or advise.
The Company has revised the disclosure on page 42 of Amendment No. 2 to include the language deleted from page 44 of the Registration Statement on Form S-4 filed on March 26, 2021 concerning the specific risk this offering poses to 23andMe with respect to its carryforwards.
Our Market Opportunity, page 220
We note your response to our prior comment number 7, which we reissue in part. Please provide additional disclosure following the table to further identify the specific indications for each of the 5 general indications listed under early-stage programs in the pipeline table on page 224. Alternatively, delete the number of separate immuno-oncology, cardiovascular/metabolic, immunology, neurology and gynecology and infectious disease indications in preclinical development.
The Company acknowledges the Staffs comment and in response has deleted the number of separate immuno-oncology, cardiovascular/metabolic, immunology, neurology and gynecology and infectious disease indications in preclinical development on page 224 of Amendment No. 2.
Please file the promissory note issued to the Sponsor as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.
In response to the Staffs comment, the Company has filed the promissory note issued to the Sponsor as exhibit 10.21 to Amendment No. 2.
Please do not hesitate to contact me at (212) 450-4736, (212) 701-5736 (fax) or firstname.lastname@example.org if you have any questions regarding the foregoing or if I can provide any additional information.
|Office of Finance|
|U.S. Securities and Exchange Commission||3||May 13, 2021|
Very truly yours,
Evan Lovell, Director and Chief Financial Officer, VG Acquisition Corp.
James Cahillane, General Counsel and Corporate Secretary, VG Acquisition Corp.
Marlee S. Myers, Morgan, Lewis & Bockius, LLP
Howard A. Kenny, Morgan, Lewis & Bockius, LLP
Celia A. Soehner, Morgan, Lewis & Bockius, LLP