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United States securities and exchange commission logo
April 7, 2021
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-4
Filed March 26,
2021
File No. 333-254772
Dear Mr. Bayliss:
We have reviewed your registration statement and have the
following comments. In
some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4, Filed March 26, 2021
What are the U.S. federal income tax consequences of the Domestication
Proposal, page xix
1. 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
LLP's opinion that the
Domestication will qualify as an F Reorganization for U.S. federal
income tax purposes and
that the Domestication includes the impacts of the business
combination. Describe
any factors making it "not possible to predict whether the IRS or a
court considering the
issue would take a contrary position."
Josh Bayliss
FirstName LastNameJosh Bayliss
VG Acquisition Corp.
Comapany
April NameVG Acquisition Corp.
7, 2021
April 27, 2021 Page 2
Page
FirstName LastName
23andMe's ability to use its net operating loss and research and development
credit
carryforwards may be subject to limitations, page 40
2. We note your response to comment 7. Please estimate the applicable
long-term, tax-
exempt rate and describe the applicable additional adjustments.
Business Combination Proposal
The Merger Agreement, page 86
3. 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.
Background to the Business Combination, page 91
4. 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.
Governing Documents Proposal C - Approval of Other Changes in Connection with
Adoption of
the Proposed Governing Documents, page 122
5. 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.
Information about 23andMe
Overview, page 205
6. 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.
Additionally, on page 210 you state that rights extend beyond the
Discovery Term and
may be used for specified other purposes by each party. Please
describe the rights that can
extend beyond the Discovery Term and the purposes for which a party
may use such
rights.
Josh Bayliss
FirstName LastNameJosh Bayliss
VG Acquisition Corp.
Comapany
April NameVG Acquisition Corp.
7, 2021
April 37, 2021 Page 3
Page
FirstName LastName
Our Market Opportunity, page 215
7. 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.
Intellectual Property, page 224
8. 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.
Critical Accounting Policies and Estimates
Revenue Recognition, page 265
9. 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.
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.
Josh Bayliss
VG Acquisition Corp.
April 7, 2021
Page 4
You may contact Tara Harkins at 202-551-3639 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Suzanne Hayes at 202-551-3675 with
any other
questions.
Sincerely,
FirstName LastNameJosh Bayliss
Division of
Corporation Finance
Comapany NameVG Acquisition Corp.
Office of Life
Sciences
April 7, 2021 Page 4
cc: Derek Dostal, Esq.
FirstName LastName