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United States securities and exchange commission logo
September 22, 2020
Josh Bayliss
Chief Executive Officer
VG Acquisition Corp.
65 Bleecker Street, 6th Floor
New York, NY 10012
Re: VG Acquisition
Corp.
Registration
Statement on Form S-1
Filed September 16,
2020
File No. 333-248844
Dear Mr. Bayliss:
We have reviewed your registration statement and have the
following comment. In our
comment, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed September 16, 2020
Exhibits
1. We note that Section
9.3 of the Form of Warrant Agreement filed as Exhibit 4.4 includes
an applicable law
provision limiting where claims may be brought (e.g., the courts of the
State of New York or
the United States District Court for the Southern District of New
York). Please clarify
if this provision is applicable to investors in this offering and, if so,
whether it applies to
claims made under the federal securities laws. If the provision is
applicable to investors
in this offering, please also revise your prospectus to discuss the
provision, including a
description of any risks or other impacts on investors and whether
there is uncertainty as
to its enforceability.
Josh Bayliss
FirstName LastNameJosh Bayliss
VG Acquisition Corp.
Comapany 22,
September NameVG
2020 Acquisition Corp.
September
Page 2 22, 2020 Page 2
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact William Demarest at 202-551-3432 or Wilson Lee at
202-551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Pamela Long at 202-551-3765 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction