UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 13, 2021
VG Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39587 | N/A | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
|
65 Bleecker Street, 6th Floor New York, New York |
10012 | |
| (Address of principal executive offices) | (Zip Code) |
+1 (212) 497-9050
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of one Class A ordinary share and one-third of one redeemable warrant | VGAC.U | The New York Stock Exchange | ||
| Class A ordinary share, par value $0.0001 per share | VGAC | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | VGAC.WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into A Material Definitive Agreement.
Amendment to Agreement and Plan of Merger
As previously disclosed, on February 4, 2021, VG Acquisition Corp., a Cayman Islands exempted company (“VGAC”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), with 23andMe, Inc., a Delaware corporation (“23andMe”) and Chrome Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of VGAC (“VGAC Merger Sub”).
On February 13, 2021, VGAC, VGAC Merger Sub and 23andMe entered into a First Amendment to Agreement and Plan of Merger (the “Merger Agreement Amendment”). The Merger Agreement Amendment revises the treatment of vested options of 23andMe such that all vested options of 23andMe will be assumed by VGAC and converted into comparable options that are exercisable for shares of Class A common stock of VGAC, with a value determined in accordance with the Merger Agreement.
Other than as expressly modified pursuant to the Merger Agreement Amendment, the Merger Agreement remains in full force and effect as originally executed on February 4, 2021. The foregoing descriptions of the Merger Agreement and the Merger Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement and the Merger Agreement Amendment, respectively, copies of which are attached hereto as Exhibits 2.1 and 2.2, respectively, and each of which is incorporated herein by reference.
Additional Information and Where to Find It
VGAC intends to file with the SEC a Registration Statement on Form S-4 containing a proxy statement/prospectus relating to the transactions contemplated by the Merger Agreement (the “Business Combination”), which will be mailed to its shareholders once definitive. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. VGAC’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about VGAC, 23andMe and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of VGAC as of a record date to be established for voting on the Business Combination. Shareholders of VGAC will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a written request to: VG Acquisition Corp., 65 Bleecker Street, 6th Floor New York, New York 10012.
Participants in the Solicitation
VGAC and its directors and executive officers may be deemed participants in the solicitation of proxies from VGAC’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in VGAC is contained in VGAC’s registration statement on Form S-1, which was filed with the SEC on October 1, 2020 and is available free of charge at the SEC’s website at www.sec.gov, or by directing a request to VG Acquisition Corp., 65 Bleecker Street, 6th Floor New York, New York 10012. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the Business Combination when available.
23andMe and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of VGAC in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus for the Business Combination when available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| * | Incorporated by reference and not filed herewith. |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 16, 2021 | VG ACQUISITION CORP. | |||
| By: |
/s/ James Cahillane |
|||
| Name: | James Cahillane | |||
| Title: | Corporate Secretary | |||
Exhibit 2.2
Execution Copy
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2021 (this “Amendment”), is entered into by and among VG Acquisition Corp., a Cayman Islands exempted company (“VGAC”), Chrome Merger Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of VGAC (“Merger Sub” and, together with VGAC, the “VGAC Parties”), and 23andMe, Inc., a Delaware corporation (the “Company”), with reference to that certain Agreement and Plan of Merger dated as of February 4, 2021 (the “Merger Agreement”) by and among the VGAC Parties and the Company. Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Merger Agreement.
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the VGAC Parties and the Company hereby agree as follows:
1. Amendments to Merger Agreement regarding Vested Company Options.
(a) The definitions of “Rollover Elected Vested Options” and “Rollover Eligible Holders” set forth in Section 1.01 of the Merger Agreement are each hereby deleted.
(b) Section 4.02(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
“(a) At the Effective Time, all Vested Company Options outstanding and unexercised immediately prior to the Effective Time will, automatically and without any action on the part of any Company Optionholder or beneficiary thereof, be assumed by VGAC, and each such Vested Company Option shall be converted into a stock option (a “Vested Converted Option”) to purchase shares of Newco Class A Common Stock. Each such Vested Converted Option as so assumed and converted shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Vested Company Option immediately before the Effective Time (such as expiration date and exercise provisions), except that, as of the Effective Time, each such Vested Converted Option as so assumed and converted shall be exercisable for that number of shares of Newco Class A Common Stock determined by multiplying the number of Company Shares subject to such Vested Company Option immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Vested Company Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent; provided, that the exercise price and the number of shares of Newco Class A Common Stock purchasable under each Vested Converted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any Vested Company Option to which Section 422 of the Code
applies, the exercise price and the number of shares of Newco Class A Common Stock purchasable under such Vested Converted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code. As of the Effective Time, all Vested Company Options shall no longer be outstanding and each holder of Vested Converted Options shall cease to have any rights with respect to such Vested Company Options, except as set forth in this Section 4.02(a).”
(c) Section 4.02(b) of the Merger Agreement is hereby amended to (i) strike the phrase “and all of the Rollover Elected Vested Options” appearing in the first sentence of such section, and (ii) strike the phrase “and Rollover Elected Vested Options” in each instance in which it appears in the last sentence of such section.
(d) Section 9.09 of the Merger Agreement is hereby amended to strike the phrase “Rollover Elected Vested Options, if any” appearing in the ninth line of such Section, and replacing such deleted phrase with the phrase “Vested Converted Options”.
(e) The form of Equity Incentive Plan attached as Annex G to the Merger Agreement is hereby amended to strike the defined term “Rollover Elected Vested Options” each time it appears in footnotes 1 and 2 of such Annex G, and to replace such deleted term with the defined term “Vested Converted Options”.
(f) Section 4.02(a) of the Company Disclosure Letter is hereby deleted in its entirety.
2. Effect of Amendment. Except as specifically amended by this Amendment, the terms and conditions of the Merger Agreement shall remain unmodified and in full force and effect. In the event of any inconsistencies between the terms of this Amendment and any terms of the Merger Agreement, the terms of this Amendment shall govern and prevail. Upon the effectiveness of this Amendment, each reference (i) in the Merger Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to the Merger Agreement shall mean and refer to the Merger Agreement as amended by this Amendment, and (ii) in any other related document or instrument to the “Merger Agreement,” “thereunder,” “therein,” “thereof” or words of like import referring to the Merger Agreement shall mean and refer to the Merger Agreement as amended by this Amendment.
3. Miscellaneous.
(a) Incorporation of Prior Agreements; Amendments; Binding Effect. This Amendment contains all of the agreements of the parties hereto, and supersedes any other agreements, with respect to any matter covered or mentioned in this Amendment, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Amendment may be amended or added to except in compliance with the Merger Agreement. This Amendment shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns.
(b) Heading and Captions; Counterparts. The headings and captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile or .pdf copies hereof or signatures hereon shall, for all purposes, be deemed originals. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).
[remainder of page intentionally left blank; signature page follows ]
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed by its respective duly authorized representative as of the date first written above.
| VG ACQUISITION CORP. | ||
| By: | /s/ Evan Lovell | |
| Name: | Evan Lovell | |
| Title: | Chief Financial Officer | |
| CHROME MERGER SUB, INC. | ||
| By: | /s/ James Cahillane | |
| Name: | James Cahillane | |
| Title: | Secretary | |
| 23ANDME, INC. | ||
| By: | /s/ Anne Wojcicki | |
| Name: | Anne Wojcicki | |
| Title: | Chief Executive Officer | |