VG Acquisition Corp.

We note your response to comment 1. Please revise to delete the phrase “Assuming that the Domestication so qualifies...” Additionally, revise the “Effects of the Domestication” discussion on page 159 to specifically state, if accurate, that it is Davis Polk & Wardwell

Office of Life Sciences

U.S. Securities and Exchange Commission

May 5, 2021

In response to the Staff’s comment, the Company has deleted the phrase and revised the disclosure on page 161 of Amendment No. 1.

We note your response to comment 7. Please estimate the applicable long-term, tax- exempt rate and describe the applicable additional adjustments.

The Company has revised the disclosure on pages 42 of Amendment No. 1 to include an estimate of the applicable long-term, tax-exempt rate and a description of the applicable additional adjustments.

We note your response to our prior comment number 8. Please quantify the value of the Share Conversion Ratio that is being used as the assumed value throughout the registration statement.

The Company acknowledges the Staff’s comment and in response has added to its disclosure on page 89 of Amendment No. 1.

We note your response to our prior comment number 13. Please revise to state, on a company-by-company basis, why and when discussions ended with the six potential candidates mentioned on page 93.

In response to the Staff’s comment, the Company has revised the disclosure on page 94-95 of Amendment No. 1.

We note your response to our prior comment number 17. Please revise your request that shareholders approve “all other changes necessary or, as mutually agreed in good faith by VGAC and 23andMe, desirable in connection with the replacement of the Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication” to instead make clear that you are only referring to immaterial changes and that all material changes are being presented for a vote.

Office of Finance

U.S. Securities and Exchange Commission

In response to the Staff’s comment, the Company has revised the disclosure on page 124 of Amendment No. 1.

We note your response to our prior comment number 19, which we reissue in part: Please revise the description of the GSK Agreement on page 210 to provide the following:

the post-termination rights of each party with respect to any of the 40 drug targets

jointly identified;

duration of any royalty term;

any amounts paid or received to date; and

termination provisions.

The description of the GSK Agreement on pages 211-212 of Amendment No. 1 has been updated to address the Staff’s comment. Additionally, the Company has provided a description of the rights that can extend beyond the Discovery Term and the purposes for which a party may use such rights.

We note your response to our prior comment number 23, in which you say you revised page 223 to include additional information regarding the target indications identified in 23andMe’s preclinical programs. We were unable to locate such revisions, please revise to provide information regarding the target indications for the preclinical programs. Additionally, with respect to the 40+ early stage programs, we note that you have identified 4 therapeutic areas. Please identify your other material therapeutic areas of study or delete the reference to “40+.” Additionally, provide a textual discussion of the current status and activities in each of the material therapeutic areas.

In response to the Staff’s comment, the Company revised the disclosure on page 225-226 of Amendment No. 1 to include the requested additional information relating to the target indications identified in 23andMe’s preclinical programs and added

Office of Life Sciences

U.S. Securities and Exchange Commission

We note your response to our prior comment number 25. Please revise page 224 to provide the specific products, product groups and technologies to which such patents relate and the specific foreign jurisdictions covered.

In response to the Staff’s comment, the Company revised the disclosure on page 225-226 of Amendment No. 1 to provide the specific products, product groups and technologies to which such patents related. The Company has also included the requested disclosure regarding the foreign jurisdictions.

Please walk us through a typical consumer service transaction. In your response please address the following:

Tell us how you determined that the initial reports are distinct from the update reports.

Tell us the amount that is allocated to the initial reports versus the update reports in a typical transaction with a consumer. Please tell us how this was determined.

You disclose that update reports are recognized over time where that time period is described as “estimated life of a consumer” which is estimated to be three months for ancestry report updates and twelve months for health report updates. Tell us how you determined the estimated life of a consumer for each report update. In your response tell us how long each customer receives report updates.

The Company respectfully advises the Staff that a typical consumer service transaction for one of 23andMe’s Personal Genome Service products (PGS) would occur in the manner set forth below.

Customer order. A customer orders either the Health + Ancestry PGS or Ancestry PGS directly from 23andMe’s website or app, or through Amazon.

Delivery of saliva collection kit. When an order is received, 23andMe sends the customer (or the person to whom the PGS was gifted) a package that includes a saliva collection kit, instructions for using the kit, a return package to use to send the saliva sample to the lab for processing, and instructions for registering the kit.

Initial report. The saliva sample is processed by the lab, which then sends the genetic data to 23andMe for analysis. 23andMe generates a report (referred to as an “initial report”) which contains (i) for the Health + Ancestry PGS,

Office of Finance

U.S. Securities and Exchange Commission

Update reports. If a customer does not cancel the account, updates (referred to as “update reports”) are made available to the customer from time to time, at 23andMe’s discretion. Updates result from new insights that 23andMe discovers from its research. An example would be a new health predisposition report that would advise Health + Ancestry customers with active accounts whether their genetics would indicate a higher, lower or average risk for developing a particular disease or condition. An Ancestry update report may provide the customer with more specific information with regard to the geographical regions of ancestry.

23andMe considers the initial report to be a separate performance obligation distinct from the update reports, and allocates the transaction price to each performance obligation on a relative standalone selling price (SSP) basis. The SSP is the price at which 23andMe would sell a promised product or service separately to a customer.

23andMe’s sale of a Health + Ancestry PGS or Ancestry PGS on a standalone basis is its best estimate of SSP for the initial report. The initial report provides independent standalone value to the customer, and update reports are not provided on any particular basis or with respect to any particular type of information.

23andMe allocates 96% of the price charged for the Health+ Ancestry PGS to the initial report, and 99% of the price charged for Ancestry PGS to the initial report.

Update reports are not sold on a standalone basis. 23andMe estimates SSP for update reports based upon the tracked direct costs (which are primarily compensation-related) to develop and deliver the respective updates, plus an implied reasonable profit margin. This results in 4% of the price charged for the Health + Ancestry PGS being allocated to the update reports, and 1% of the price charged for the Ancestry PGS being allocated to the update reports.

Office of Life Sciences

U.S. Securities and Exchange Commission

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