Current Report Filing (8-k)
May 27 2021 - 9:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 26, 2021
Vy Global Growth
(Exact name of registrant as specified in its
charter)
Cayman Islands
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001-39588
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Floor 4, Willow House, Cricket Square
Grand Cayman, Cayman Islands
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KY1-9010
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(Address of principal executive offices)
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(Zip Code)
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971 427 01 400
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A ordinary share and one Warrant to acquire one-fifth of one Class A ordinary share
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VYGG.U
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The New York Stock Exchange
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Class A ordinary share, par value $0.0001 per share
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VYGG
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The New York Stock Exchange
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Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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VYGG.W
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The New York Stock Exchange
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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 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange
Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants
that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of
the entity measured at fair value, with changes in fair value each period reported in earnings. Vy Global Growth (the “Company”)
has previously classified its private placement warrants and public warrants (collectively, the “warrants”) as equity.
For a full description of the Company’s warrants, please refer to the Company’s final prospectus filed in connection with
its initial public offering (“IPO”) on October 6, 2020 (“Final Prospectus”).
Management of the Company and the Audit
Committee of the Board of Directors of the Company determined that the Company’s previous audited balance sheet related to its
IPO on October 6, 2020 filed on form 8-K with the SEC on October 13, 2020, its quarterly unaudited financial statements as of
and for the period from August 18, 2020 (inception) through September 30, 2020 filed on Form 10-Q with the SEC on
November 16, 2020, and its audited financial statements as of and for the period from August 18, 2020 (inception) through
December 31, 2020 filed on the Company’s Annual Report on Form 10-K (the “Affected Periods”)
should no longer be relied upon due to changes required for alignment with the SEC’s Public Statement. The SEC’s Public
Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many
entities.” The Public Statement indicated that when one or more of such features is included in a warrant, the warrant
“should be classified as a liability measured at fair value, with changes in fair value each period reported in
earnings.” Following consideration of the guidance in the Public Statement, while the terms and quantum of the warrants as
described in the Final Prospectus have not changed, the Company concluded the warrants do not meet the conditions to be classified
in equity and instead, the warrants meet the definition of a derivative under ASC 815, under which the Company should record the
warrants as liabilities on the Company’s balance sheet. The Company has discussed this approach with its independent
registered public accounting firm, WithumSmith+Brown, PC, and intends to file an amendment to its Annual Report on Form 10-K
for the year ended December 31, 2020 filed with the SEC on March 31, 2021 (the “Amended 10-K”)
reflecting this reclassification of the warrants for the Affected Periods. The Company has worked diligently with an independent
valuation expert to finalize the valuation of the warrants and will file the Amended 10-K as soon as practicable. The adjustments to
the financial statement items for the Affected Periods will be set forth through expanded disclosure in the financial statements
included in the Amended 10-K, including further describing the restatement and its impact on previously reported amounts.
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: May 26, 2021
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VY GLOBAL GROWTH
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By:
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/s/ John Hering
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Name:
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John Hering
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Title:
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Chief Executive Officer
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Vy Global Growth (NYSE:VYGG)
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