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As filed with the Securities and Exchange Commission on March
10
, 2022
No. 333-262200
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
AMENDMENT NO. 1
TO
FORM
S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
VIRGIN GROUP ACQUISITION CORP. II*
(Exact name of registrant as specified in its charter)
 
 
 
Cayman Islands*
 
6770
 
N/A
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification No.)
65 Bleecker Street
6th Floor
New York, New York 10012
Tel.: (212)
497-9050
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Josh Bayliss
Chief Executive Officer
 
Evan Lovell
Chief Financial Officer
 
 
Copies of all communications, including communications sent to agent for service, should be sent to:
 
Derek J. Dostal
Lee Hochbaum
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Tel: (212)
450-4000
 
Martin A. Wellington
Joshua G. DuClos
Sara Garcia Duran
Sidley Austin LLP
1001 Page Mill Road, Building 1
Palo Alto, California 94304
Tel: (650)
565-7000
 
 
Approximate date of commencement of proposed sale to the public
: As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “
large accelerated filer,
” “
accelerated filer,
” “
smaller reporting company,
” and “
emerging growth company
” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer
 
  
Accelerated filer
 
       
Non-accelerated
filer
 
  
Smaller reporting company
 
       
 
 
 
  
Emerging growth company
 

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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 7(a)(2)(B) of the Securities Act.  
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐
 
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of
Securities to be Registered
 
Amount
to be
Registered(6)
 
Proposed
Maximum
Offering Price
Per Share
 
Proposed
Maximum Aggregate
Offering Price
 
Amount of
Registration Fee
New Grove Class A Common Stock(1)
 
50,312,500
 
$9.88(7)
 
$497,087,500.00
 
$46,080.01(10)
Warrants to purchase New Grove Class A Common Stock(2)
 
14,750,000
 
$0.74(9)
 
$10,915,000.00
 
$1,011.82(10)
New Grove Class A Common Stock(3)
 
14,750,000
 
$11.50(8)
 
$169,625,000.00
 
$15,724.24(10)
New Grove Class B Common Stock(4)
 
174,073,129
 
$9.88(9)
 
$1,719,842,514.52
 
$159,429.40(10)
New Grove Class A Common Stock(5)
 
174,073,129
 
 
 
 
 
Total
 
 
 
 
 
 
 
$222,245.47(11)
 
 
(1)
Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of New Grove (as defined below) (the “
New Grove Class
 A Common Stock
”) to be issued in connection with the Domestication (as defined below). This number is based on shares of New Grove Class A Common Stock to be issued in respect of (A) 40,250,000 Class A ordinary shares underlying units issued in VGAC II’s initial public offering and (B) 10,062,500 Class B ordinary shares held by VG Acquisition Sponsor II LLC.
(2)
The number of warrants to acquire shares of New Grove Class A Common Stock being registered represents (i) 8,050,000 warrants to purchase Class A ordinary shares underlying units issued in VGAC II’s initial public offering (“
public warrants
”) and (ii) 6,700,000 warrants to purchase Class A ordinary shares issued to VG Acquisition Sponsor II LLC in a private placement simultaneously with the closing of VGAC II’s initial public offering (“
private placement warrants
” and, together with the public warrants, the “
warrants
”). The warrants will convert into warrants to acquire shares of New Grove Class A Common Stock in the Domestication (as defined below).
(3)
The number of shares of New Grove Class A Common Stock to be issued upon the exercise of (i) 8,050,000 public warrants and (ii) 6,700,000 private warrants.
(4)
Based on the maximum number of shares of Class B common stock, par value $0.0001 per share, of New Grove (the “
New Grove Class B Common Stock
”) to be issued in connection with the business combination described herein (the “
Business Combination
”). This number includes (a) shares of New Grove Class B Common Stock to be issued in connection with the Merger (as defined below), (b) the product of (i) shares of Grove Collaborative capital stock reserved for issuance as of [●] under Grove’s 2016 Equity Incentive Plan (as defined below) and that may be issued after such date pursuant to the terms of the Merger Agreement (as defined below) and (ii) the Exchange Ratio (as defined below), and (c) the product of (i) shares of Grove Collaborative capital stock that may be reserved for issuance under Grove’s 2016 Equity Incentive Plan and that may be issued after such date pursuant to the terms of the Merger Agreement and (ii) the Exchange Ratio.
(5)
Represents shares of New Grove Class A Common Stock issuable upon conversion (on a
one-for-one
basis) of shares of New Grove Class B Common Stock to be issued in connection with the Business Combination.
(6)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “
Securities Act
”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(7)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of VGAC II on the New York Stock Exchange (“
NYSE
”) on January 11, 2022 ($9.88 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(8)
Represents the exercise price of the public warrants and private warrants.
(9)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the VGAC II public warrants on the NYSE on January 13, 2022 ($0.74 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(10)
Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $92.70 per $1,000,000 of the proposed maximum aggregate offering price.
(11)
Previously paid.
 
*
At least one day prior to the consummation of the Business Combination, Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (“
VGAC II
”), intends to effect a deregistration and a transfer by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the Delaware General Corporation Law, pursuant to which VGAC II’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “
Domestication
”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Grove Collaborative Holdings, Inc.” upon the consummation of the Domestication. As used herein, “
New Grove
” refers to VGAC II after giving effect to the Domestication.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
 
 
 

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The information in this preliminary proxy statement/consent solicitation statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/consent solicitation statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/consent solicitation statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
PRELIMINARY—SUBJECT TO COMPLETION, DATED MARCH 
10
, 2022
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF VIRGIN GROUP ACQUISITION
CORP. II
CONSENT SOLICITATION STATEMENT FOR
GROVE
COLLABORATIVE, INC.
PROSPECTUS
FOR
239,135,629 SHARES OF CLASS A COMMON STOCK, 174,073,129 SHARES OF CLASS B COMMON STOCK AND 14,750,000 WARRANTS OF VIRGIN GROUP ACQUISITION CORP. II (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED GROVE COLLABORATIVE HOLDINGS, INC. IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)
The board of directors of Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (“
VGAC II
”), has approved the transactions (collectively, other than the Domestication (as defined below), the “
Business Combination
”) contemplated by that certain Agreement and Plan of Merger, dated December 7, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the “
Merger Agreement
”), by and among VGAC II, Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II (“
VGAC II Merger Sub
”), and Grove Collaborative, Inc., a Delaware public benefit corporation (“
Grove
”), a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex A, as well as the domestication of VGAC II as a Delaware corporation (the “
Domestication
”). As described in this proxy statement/consent solicitation statement/prospectus, VGAC II shareholders are being asked to consider a vote upon, among other items, each of the Domestication and the Business Combination. As used in this proxy statement/consent solicitation statement/prospectus, “
New Grove
” refers to VGAC II after giving effect to the consummation of the Domestication.
In connection with the Domestication, at least one day prior to the Closing Date: (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the “
Class
 A ordinary shares
”), and each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “
Class
 B ordinary shares
”), of VGAC II will be converted into one share of Class A common stock, par value $0.0001 per share, of New Grove (the “
New Grove Class
 A Common Stock
”); (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of VGAC II will be converted into a warrant representing the right to purchase one share of New Grove Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the warrant agreement, dated March 22, 2021, between VGAC II and Continental Stock Transfer & Trust Company, as warrant agent (the “
VGAC II Warrant Agreement
”); (iii) the governing documents of VGAC II will be amended and restated and become the certificate of incorporation and the bylaws of New Grove, copies of which are attached to this proxy statement/consent solicitation statement/prospectus as Annex C and Annex D, respectively; and (iv) VGAC II’s name will change to “Grove Collaborative Holdings, Inc.” In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of VGAC II that has not been previously separated into the underlying Class A ordinary shares of VGAC II and the underlying warrants of VGAC II prior to the Domestication will be canceled and will entitle the holder thereof to one share of New Grove Class A Common Stock and
one-fifth
of one warrant representing the right to purchase one share of New Grove Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the VGAC II Warrant Agreement.
At the closing of the Business Combination (the “
Closing
”), VGAC II Merger Sub will merge with and into Grove (the “
Merger
”), with Grove as the surviving company in the Merger and, after giving effect to the Merger, Grove will be a wholly owned direct subsidiary of New Grove (the time at which the Merger becomes effective being referred to as the “
Effective Time”
).
In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, based on an implied equity value of $1.4 billion: (a) each share of Grove common stock and preferred stock (on an
as-converted
to common stock basis) (other than dissenting shares) will be canceled and converted into the

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right to receive (i) a number of shares of New Grove Class B common stock, par value $0.0001 per share, of New Grove (the “
New Grove Class
 B Common Stock
”), as determined pursuant to an exchange ratio set forth in the Merger Agreement (the “
Exchange Ratio
”) and (ii) a number of restricted shares of New Grove Class B Common Stock that will vest upon the achievement of certain earnout thresholds prior to the tenth anniversary of the Closing, as more fully described in this proxy statement/consent solicitation statement/prospectus (such shares, the “
Grove Earnout Shares
”); (b) each outstanding option to purchase Grove common stock (whether vested or unvested) will be assumed by New Grove and converted into (i) comparable options that are exercisable for shares of New Grove Class B Common Stock, with a value determined in accordance with the Exchange Ratio (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Code, in a manner compliant with Section 424(a) of the Code) and (ii) the right to receive a number of Grove Earnout Shares; (c) each award of restricted stock units to acquire Grove common stock (collectively, “
Grove RSUs
”) will be assumed by New Grove and converted into (i) a comparable award of restricted stock units to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares; and (d) each warrant to acquire shares of Grove common stock or Grove preferred stock will be assumed by New Grove and converted into (i) a comparable warrant to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares. The implied equity value of $1.4 billion includes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options (whether vested or unvested) to purchase Grove common stock but excludes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options to purchase Grove common stock granted since January 1, 2021 under Grove’s 2016 Equity Incentive Plan that have not yet vested as of immediately prior to the Closing (the “
Company Unvested 2021 Options
”).
Subject to approval by VGAC II shareholders of the proposal to approve and adopt the Merger Agreement, the proposal to approve the change of VGAC II’s jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a public benefit corporation incorporated under the laws of the State of Delaware, and the proposals to approve material differences between VGAC II’s existing amended and restated memorandum and articles of association and the proposed new certificate of incorporation of New Grove and the proposed new bylaws of New Grove Collaboration upon the Domestication, New Grove will adopt a dual-class stock structure, comprised of New Grove Class A Common Stock, which will carry one vote per share, and New Grove Class B common stock, which will carry ten votes per share. Upon the Closing, all stockholders of Grove will hold only shares of New Grove Class B Common Stock. Upon the Closing, holders of New Grove Class B Common Stock will own approximately 69.1% of the shares of New Grove Common Stock and be entitled to cast approximately 95.7% of the votes entitled to be cast by all holders of New Grove Common Stock, in each case, assuming no redemptions by VGAC II shareholders in connection with the Business Combination. No holder of New Grove Class B Common Stock will hold in excess of 10% of the voting power of New Grove upon the Closing. The New Grove Class B Common Stock will be entitled to the same dividends as and will rank equally to the New Grove Class A Common Stock upon any liquidation. Each share of New Grove Class B Common Stock may be converted into one share of New Grove Class A Common Stock. See “
Description of New Grove Securities—Common Stock—New Grove Class
 B Common Stock—Mandatory Conversion.
This prospectus covers 239,135,629 shares of New Grove Class A Common Stock, 174,073,129 shares of New Grove Class B Common Stock and 14,750,000 warrants to acquire shares of New Grove Class A Common Stock to be issued in connection with the Domestication and the Business Combination to the existing shareholders and warrantholders of VGAC II and the existing shareholders and warrantholders of Grove.
VGAC II’s units, public shares, and public warrants are currently listed on the New York Stock Exchange (“
NYSE
”) under the symbols “
VGII.U,
” “
VGII,
” and “
VGII.WS,
” respectively. It is a condition of the consummation of the Business Combination that VGAC II receive confirmation from NYSE that New Grove Class A Common Stock has been conditionally approved for listing on the NYSE, but there can be no assurance that such listing condition will be met or that VGAC II will obtain such confirmation from NYSE. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the NYSE condition set forth in the Merger Agreement is waived by the requisite parties.

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The accompanying proxy statement/consent solicitation statement/prospectus provides shareholders of VGAC II and Grove with detailed information about the Domestication, the Business Combination and other matters to be considered at the extraordinary general meeting of VGAC II. We encourage you to read the entire accompanying proxy statement/consent solicitation statement/prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “
” beginning on page 30 of the accompanying proxy statement/consent solicitation statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/ PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/consent solicitation statement/prospectus is dated [
], 2022, and is first being mailed to VGAC II shareholders and Grove stockholders on or about [
], 2022.

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VIRGIN GROUP ACQUISITION CORP. II
65 Bleecker Street
6th Floor
New York, New York 10012
Dear Virgin Group Acquisition Corp. II Shareholders:
You are cordially invited to attend the extraordinary general meeting (the “
extraordinary general meeting
”) of Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (“
VGAC II
”), to be held at the offices of Davis Polk & Wardwell LLP located at 450 Lexington Avenue, New York, New York 10017 and virtually via the Internet at [●], Eastern Time, on [●], 2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the
COVID-19
pandemic, and the importance of ensuring the health and safety of VGAC II directors, officers, employees and shareholders, VGAC II shareholders are encouraged to attend the extraordinary general meeting virtually via the Internet. To attend and participate in the extraordinary general meeting virtually, you must register at [●], which is referred to in the accompanying joint proxy statement/consent solicitation statement/prospectus as the VGAC II meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting.
As further described in the accompanying proxy statement/consent solicitation statement/prospectus, in connection with the Domestication (as defined below), at least one day prior to the closing of the Business Combination (as defined below) (the “
Closing Date
”), among other things, (i) VGAC II will change its name to “Grove Collaborative Holdings, Inc.,” (ii) all of the outstanding shares of VGAC II will be converted into Class A common stock of a new Delaware corporation and all of the outstanding VGAC II warrants will be converted into warrants to purchase Class A common stock of a new public benefit Delaware corporation, and (iii) the governing documents of VGAC II will be amended and restated. As used in the accompanying proxy statement/consent solicitation statement/prospectus, “
New Grove
” refers to VGAC II after giving effect to the Domestication. The other transactions contemplated by that certain Merger Agreement (as defined below) are collectively referred to as the “
Business Combination
”.
At the extraordinary general meeting, VGAC II shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “
Business Combination Proposal,
” to approve and adopt that certain Agreement and Plan of Merger, dated as of December 7, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the “
Merger Agreement
”), by and among VGAC II, Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II (“
VGAC II Merger Sub
”), and Grove Collaborative, Inc., a Delaware public benefit corporation (“
Grove
”), including the transactions contemplated thereby. A copy of the Merger Agreement is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex A.
As further described in the accompanying proxy statement/consent solicitation statement/prospectus, subject to the terms and conditions of the Merger Agreement, the following transactions will occur:
 
  (a)
At least one day prior to the Closing Date, VGAC II will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a public benefit corporation incorporated under the laws of the State of Delaware (the “
Domestication
”), upon which VGAC II will change its name to “Grove Collaborative Holdings, Inc.” (“
New Grove
”) (for further details, see “
Proposal No. 2—The Domestication Proposal
”).
 
  (b)
On the Closing Date, VGAC II Merger Sub will merge with and into Grove (the “
Merger
”), with Grove as the surviving company and, after giving effect to such Merger, Grove shall be a wholly owned direct subsidiary of New Grove. In accordance with the terms and subject to the conditions of the Merger Agreement, at the time at which the Merger becomes effective (the “
Effective Time
”), based on an implied equity value of $1.4 billion: (a) each share of Grove common stock and preferred stock (on an

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as-converted
to common stock basis) (other than dissenting shares) will be canceled and converted into the right to receive (i) a number of shares of New Grove Class B common stock, par value $0.0001 per share, of New Grove (the “
New Grove Class
 B Common Stock
”), as determined pursuant to an exchange ratio set forth in the Merger Agreement (the “
Exchange Ratio
”) and (ii) a number of restricted shares of New Grove Class B Common Stock that will vest upon the achievement of certain earnout thresholds prior to the tenth anniversary of the Closing, as more fully described in the accompanying proxy statement/consent solicitation statement/prospectus (such shares, the “
Grove Earnout Shares
”); (b) each outstanding option to purchase Grove common stock (whether vested or unvested) will be assumed by New Grove and converted into (i) comparable options that are exercisable for shares of New Grove Class B Common Stock, with a value determined in accordance with the Exchange Ratio (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Code, in a manner compliant with Section 424(a) of the Code) and (ii) the right to receive a number of Grove Earnout Shares; (c) each award of restricted stock units to acquire Grove common stock (collectively, “
Grove RSUs
”) will be assumed by New Grove and converted into (i) a comparable award of restricted stock units to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares; and (d) each warrant to acquire shares of Grove common stock or Grove preferred stock will be assumed by New Grove and converted into (i) a comparable warrant to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares. The implied equity value of $1.4 billion includes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options (whether vested or unvested) to purchase Grove common stock but excludes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options to purchase Grove common stock granted since January 1, 2021 under Grove’s 2016 Equity Incentive Plan that have not yet vested as of immediately prior to the Closing (the “
Company Unvested 2021 Options
”).
In connection with the foregoing and concurrently with the execution of the Merger Agreement, VGAC II entered into Subscription Agreements (the “
Subscription Agreements
”) with certain investors (the “
PIPE Investors
”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and VGAC II agreed to issue and sell to the PIPE Investors, on the Closing Date, an aggregate of 8,707,500 shares of New Grove Class A Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $87,075,000 (the “
PIPE Financing
”). One of the PIPE Investors is an affiliate of the Sponsor (as defined below) that has agreed to subscribe for 5,000,000 shares of New Grove Class A Common Stock. In addition, the other PIPE Investors include existing equityholders of Grove that have agreed to subscribe for 3,707,500 shares of New Grove Class A Common Stock in the aggregate. The shares of New Grove Class A Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “
Securities Act
”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. VGAC II will grant the PIPE Investors certain customary registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.
You will also be asked to consider and vote upon: (a) a proposal to approve the Domestication (the “
Domestication Proposal
”); (b) a proposal to approve by special resolution the adoption and approval of the proposed new certificate of incorporation (the “
Proposed Certificate of Incorporation
”) and bylaws (the “
Proposed Bylaws,
” and together with the Proposed Certificate of Incorporation, the “
Proposed Governing Documents
”) of New Grove (the “
Charter Amendment Proposal
”) copies of which are attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annexes C and D, respectively; (c) five separate and
non-binding,
advisory proposals to approve material differences between VGAC II’s existing amended and restated memorandum and articles of association (together, the “
Existing Governing Documents
”) and Proposed Governing Documents upon the Domestication, respectively (together, the “
Governing Documents Proposals
”); (d) a proposal to approve, for purpose of complying with New York Stock Exchange (“
NYSE
”) Listing Rule 312.03, the issuance of New Grove Class A Common Stock and New Grove Class B Common Stock in connection with the Business Combination and the PIPE Financing (the “
NYSE Proposal
”); (e) a proposal to approve and adopt the Grove Collaborative Holdings, Inc. 2022 Incentive Equity Plan, a copy of which is attached to the accompanying proxy statement/consent solicitation statement/prospectus

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as Annex I (the “
Incentive Equity Plan Proposal
”); (f) a proposal to approve and adopt the Grove Collaborative Holdings, Inc. Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex J (the “
ESPP Proposal
”); (g) a proposal to elect the directors constituting the New Grove board of directors (the “
Director Election Proposal
”); and (h) a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, for one or more of the Adjournment Purposes (as defined below) (the “
Adjournment Proposal”)
.
The Domestication and the Business Combination will each be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal, the Director Election Proposal, and the NYSE Proposal (collectively, the “
Condition Precedent Proposals
”) are approved at the extraordinary general meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/consent solicitation statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates to the extent required (a) to ensure that any supplement or amendment is made to the accompanying proxy statement/consent solicitation statement/prospectus that VGAC II, after reasonable consultation with Grove, has determined in good faith is required to satisfy the conditions set forth in the Merger Agreement and other applicable law, (b) if on a date for which the extraordinary general meeting is scheduled, VGAC II has not received proxies representing a sufficient number of VGAC II ordinary shares to obtain the approval of the proposals at the extraordinary general meeting, whether or not a quorum is present, (c) if, as of the time for which the extraordinary general meeting is scheduled, there are insufficient VGAC II ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the extraordinary general meeting, or (d) if, as of the deadline for electing redemption by holders of VGAC II Class A ordinary shares in accordance with the governing documents of VGAC II, the VGAC II shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash in the trust account, together with the aggregate gross proceeds from the PIPE Financing, equal no less than $175,000,000 after deducting any amounts paid to VGAC II shareholders that exercise their redemption rights in connection with the Business Combination, would not be satisfied (such aggregate cash, the “
Available Cash,
” and such condition to the consummation of the Business Combination, the “
Minimum Available Cash Condition
”) (clauses (a), (b), (c), and (d) collectively the “
Adjournment Purposes
”).
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the Closing, including the Sponsor Agreement, Subscription Agreements, Grove Stockholder Support Agreement and the Amended and Restated Registration Rights Agreement (each as defined in the accompanying proxy statement/consent solicitation statement/prospectus). See “
Business Combination Proposal—Related Agreements
” in the accompanying proxy statement/consent solicitation statement/prospectus for more information.
Subject to approval by VGAC II shareholders of the Business Combination Proposal, the Domestication Proposal, and the Charter Amendment Proposal, New Grove will adopt a dual-class stock structure, comprised of New Grove Class A Common Stock, which will carry one vote per share, and New Grove Class B Common Stock, which will carry ten votes per share. Upon the closing of the Business Combination (the “
Closing
”), all stockholders of Grove will hold only shares of New Grove Class B Common Stock. The New Grove Class B Common Stock will be entitled to the same dividends as and will rank equally to the New Grove Class A Common Stock upon any liquidation. The New Grove Class B Common Stock may be converted into one share of New Grove Class A Common Stock. See “
Description of New Grove Securities—Common Stock—New Grove Class
 B Common Stock—Conversion.
Pursuant to the Existing Governing Documents, a holder of VGAC II’s public shares (a “
public shareholder
”) may request that VGAC II redeem all or a portion of such public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in

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an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“
Continental
”), VGAC II’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares.
Public shareholders may elect to redeem their public shares even if they vote “
FOR
” the Business Combination Proposal.
If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms to Continental, New Grove will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of VGAC II’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [●], 2022, this would have amounted to approximately $[●] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Grove Class A Common Stock that will be redeemed immediately after the Closing. See “
Extraordinary General Meeting of VGAC II—Redemption Rights
” in the accompanying proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “
group
” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.
VG Acquisition Sponsor II LLC (the “
Sponsor
”) has, pursuant to the Sponsor Agreement, agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger) and (ii) waive any adjustment to the conversion ratio set forth in the Existing Governing Documents with respect to the Class B ordinary shares of VGAC II held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. In addition, the Sponsor has agreed that 35% of the New Grove Class A Common Stock to be received by the Sponsor at the Closing (the “
Sponsor Earnout Shares
”) will be subject to certain vesting provisions set forth in the Sponsor Agreement. Pursuant to such
earn-out
provisions, the Sponsor Earnout Shares will be subject to an earnout period of ten years (the “
Sponsor Earnout Period
”), with such shares vesting effective (i) with respect to 50% of the Sponsor Earnout Shares, if the daily volume weighted average price of the shares of New Grove Class A Common Stock is greater than or equal to $12.50 for any 20 trading days (which may be consecutive or not consecutive) within any
30-trading-day
period that occurs after the Closing Date and prior to the expiration of the Sponsor Earnout Period and (ii) with respect to the other 50% of the Sponsor Earnout Shares, if the daily volume weighted average price of the shares of New Grove Class A Common Stock is greater than or equal to $15.00 for any 20 trading days (which may be consecutive or not consecutive) within any
30-trading-day
period that occurs after the Closing Date and prior to expiration of the Sponsor Earnout Period. In addition, in the event that (x) there is a Change of Control (as defined in the Sponsor Agreement) (or a definitive agreement providing for a Change of Control has been entered into) after the Closing and prior to the expiration of the Sponsor Earnout Period or (y) there is a liquidation, dissolution, bankruptcy, reorganization, assignment for the benefit of creditors or similar event with respect to New Grove after the Closing Date and prior to the expiration of the Sponsor Earnout Period, the Sponsor Earnout Shares will vest (to the extent such Sponsor Earnout Shares have not already vested in accordance with the Sponsor Agreement).

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If, upon the expiration of the Sponsor Earnout Period, any Sponsor Earnout Shares shall have not vested, then such Sponsor Earnout Shares shall be automatically forfeited by the Sponsor and canceled by New Grove. As of the date of the accompanying proxy statement/consent solicitation statement/prospectus, the Sponsor owns approximately 20.0% of the issued and outstanding ordinary shares. See “
Business Combination Proposal—Related Agreements—Sponsor Agreement
” in the accompanying proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Agreement.
Pursuant to the Merger Agreement, certain stockholders of Grove each entered into a Support Agreement with VGAC II, pursuant to which such stockholders have agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Business Combination. The vote of such stockholders of Grove will be sufficient to approve the Business Combination on behalf of Grove.
The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/consent solicitation statement/prospectus. There can be no assurance that the closing conditions will be satisfied or that the parties to the Merger Agreement would waive any such provision of the Merger Agreement. In addition, in no event will VGAC II redeem public shares in an amount that would cause New Grove’s net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.
VGAC II is providing the accompanying proxy statement/consent solicitation statement/prospectus and accompanying proxy card to VGAC II shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination, and other related business to be considered by VGAC II shareholders at the extraordinary general meeting is included in the accompanying proxy statement/consent solicitation statement/prospectus.
Whether or not you plan to attend the extraordinary general meeting, all of VGAC II shareholders are urged to read the accompanying proxy statement/consent solicitation statement/prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “
Risk Factors”
beginning on page [
] of the accompanying proxy statement/consent solicitation statement/prospectus.
After careful consideration, the board of directors of VGAC II has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “
FOR
” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, and “
FOR
” all other proposals presented to VGAC II shareholders in the accompanying proxy statement/consent solicitation statement/prospectus. When you consider the recommendation of these proposals by the board of directors of VGAC II, you should keep in mind that VGAC II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
Business Combination Proposal—Interests of VGAC II’s Directors and Executive Officers in the Business Combination
” in the accompanying proxy statement/consent solicitation statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least a
two-thirds
(2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Your vote is very important
. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/consent solicitation statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/consent solicitation statement/prospectus.
If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONTINENTAL, VGAC II’S TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of VGAC II’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
 
Sincerely,
 
Josh Bayliss
Chief Executive Officer and Director
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/consent solicitation statement/prospectus is dated [●], 2022 and is first being mailed to shareholders on or about [●], 2022.

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NOTICE OF SOLICITATION OF WRITTEN CONSENT
To Stockholders of Grove Collaborative, Inc.:
Pursuant to that certain Agreement and Plan of Merger, dated December 7, 2021 (as may be further amended, supplemented, or otherwise modified from time to time, the “
Merger Agreement
”), by and among VGAC II, Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II (“
VGAC II Merger Sub
”), and Grove Collaborative, Inc., a Delaware public benefit corporation (“
Grove
”), VGAC II Merger Sub will merge with and into Grove, with Grove surviving the merger as a wholly owned direct subsidiary of New Grove (the “
Merger
”).
This proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the board of directors of Grove (the “
Grove Board
”) to request that holders of Grove Common Stock or Grove Preferred Stock (with respect to the common stock you will hold upon conversion of preferred stock) execute and return written consents to adopt and approve the Merger Agreement and the Merger and the ancillary documents thereto and consent to certain other actions specified therein.
Concurrent with the execution of the Merger Agreement, certain holders of Grove Preferred Stock (determined on an
as-converted
basis) representing the requisite vote required under the certificate of incorporation of Grove executed a written consent pursuant to which all of Grove’s issued and outstanding preferred stock will be converted immediately prior to the Merger into shares of Grove common stock in accordance with Grove’s certificate of incorporation. The written consents solicited via this proxy statement/consent solicitation statement/prospectus will become effective upon such conversion of the Grove preferred stock.
This proxy statement/consent solicitation statement/prospectus describes the proposed Merger and the actions to be taken in connection with the Merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to this proxy statement/consent solicitation statement/prospectus.
The Grove Board has considered the Merger and the terms of the Merger Agreement and the ancillary documents and has unanimously determined that the Merger and the Merger Agreement are advisable, fair to and in the best interests of Grove and its stockholders and recommends that Grove stockholders adopt the Merger Agreement and the ancillary documents by submitting a written consent.
Please complete, date, and sign the written consent furnished with this proxy statement/consent solicitation statement/prospectus and return it promptly to Grove by one of the means described in “
Grove’s Solicitation of Written Consents.

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VIRGIN GROUP ACQUISITION CORP. II
65 Bleecker Street
6th Floor
New York, New York 10012
NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON [
], 2022
TO THE SHAREHOLDERS OF VIRGIN GROUP ACQUISITION CORP. II:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “
extraordinary general meeting
”) of Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (“
VGAC II
”), will be held at the offices of Davis Polk & Wardwell LLP located at 450 Lexington Avenue, New York, New York 10017 and virtually via the Internet at [●], Eastern Time, on [●], 2022. Due to public health concerns regarding the
COVID-19
pandemic, and the importance of ensuring the health and safety of VGAC II directors, officers, employees and shareholders, VGAC II shareholders are encouraged to attend the extraordinary general meeting virtually via the Internet. To attend and participate in the extraordinary general meeting virtually, VGAC II shareholders must register at [●], which is referred to in the accompanying joint proxy statement/consent solicitation statement/prospectus as the VGAC II meeting website. Upon completing their registration, VGAC II shareholders will receive further instructions via email, including a unique link that will allow VGAC II shareholders access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:
 
   
Proposal No. 1—The Business Combination Proposal—RESOLVED
, as an ordinary resolution, that VGAC II’s entry into that certain Agreement and Plan of Merger, dated as of December 7, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the “
Merger Agreement
”), by and among VGAC II, Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II (“
VGAC II Merger Sub
”), and Grove Collaborative, Inc., a Delaware public benefit corporation (“
Grove
”), a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex A, be approved, pursuant to which, among other things, at least one day following the
de-registration
of VGAC II as an exempted company in the Cayman Islands and the continuation and domestication of VGAC II as a public benefit corporation in the State of Delaware with the name “Grove Collaborative Holdings, Inc.
,
” (a) VGAC II Merger Sub will merge with and into Grove (the “
Merger
”), with Grove as the surviving company in the Merger and, after giving effect to such Merger, Grove shall be a wholly owned direct subsidiary of New Grove, and (b) in accordance with the terms and subject to the conditions of the Merger Agreement, at the time at which the Merger becomes effective (the “
Effective Time
”), based on an implied equity value of $1.4 billion: (a) each share of Grove common stock and preferred stock (on an
as-converted
to common stock basis) (other than dissenting shares) will be canceled and converted into the right to receive (i) a number of shares of New Grove Class B common stock, par value $0.0001 per share, of New Grove (the “
New Grove Class
 B Common Stock
”), as determined pursuant to an exchange ratio set forth in the Merger Agreement (the “
Exchange Ratio
”) and (ii) a number of restricted shares of New Grove Class B Common Stock that will vest upon the achievement of certain earnout thresholds prior to the tenth anniversary of the Closing, as more fully described in the accompanying proxy statement/consent solicitation statement/prospectus (such shares, the “
Grove Earnout Shares
”); (b) each outstanding option to purchase Grove common stock (whether vested or unvested) will be assumed by New Grove and converted into (i) comparable options that are exercisable for shares of New Grove Class B Common Stock, with a value determined in accordance with the Exchange Ratio (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Code, in a manner compliant with Section 424(a) of the Code) and (ii) the right to receive a number of Grove Earnout Shares; (c) each award of restricted stock units to acquire Grove common stock (collectively, “
Grove RSUs
”) will be assumed by New Grove and converted into (i) a comparable award of restricted stock units to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a

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number of Grove Earnout Shares; and (d) each warrant to acquire shares of Grove common stock or Grove preferred stock will be assumed by New Grove and converted into (i) a comparable warrant to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares. The implied equity value of $1.4 billion includes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options (whether vested or unvested) to purchase Grove common stock but excludes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options to purchase Grove common stock granted since January 1, 2021 under Grove’s 2016 Equity Incentive Plan that have not yet vested as of immediately prior to the Closing (the “
Company Unvested 2021 Options
”).
 
   
Proposal No. 2—The Domestication Proposal—RESOLVED
, as a special resolution, that VGAC II be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware (“
DGCL
”) and, immediately upon being
de-registered
in the Cayman Islands, VGAC II be continued and domesticated as a public benefit corporation under the laws of the State of Delaware and, conditioned upon, and with effect from, the registration of VGAC II as a corporation in the State of Delaware, the name of VGAC II be changed from “Virgin Group Acquisition Corp. II” to “Grove Collaborative Holdings, Inc.” and the registered office of the Company be changed to 3500 South DuPont Highway, City of Dover, County of Kent, Delaware, be approved.
 
   
Proposal No. 3—Charter Amendment Proposal—RESOLVED
, as a special resolution, that the existing amended and restated memorandum and articles of association of VGAC II (together, the “
Existing Governing Documents
”) be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex C (the “
Proposed Certificate of Incorporation
”) and the proposed new bylaws, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex D (the “
Proposed Bylaws
”) of “Grove Collaborative Holdings, Inc.” upon the Domestication, be approved as the certificate of incorporation and bylaws, respectively, of Grove Collaborative Holdings, Inc., effective upon the effectiveness of the Domestication.
 
   
Governing Documents Proposals
—to consider and vote upon the following five separate
non-binding,
advisory resolutions to approve certain features of the Proposed Certificate of Incorporation and Proposed Bylaws (such proposals, collectively, the “
Governing Documents Proposals
”):
 
   
Proposal No. 4—Governing Documents Proposal A—RESOLVED
, as a
non-binding,
advisory resolution, that the change in the authorized share capital of VGAC II from (i) US$22,100 divided into 200,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share, to (a) 600,000,000 shares of New Grove Class A Common Stock, (b) 200,000,000 shares of New Grove Class B Common Stock, and (c) 100,000,000 shares of preferred stock, par value $0.0001 per share, of New Grove (the “
New Grove Preferred Stock
”) be approved.
 
   
Proposal No. 5—Governing Documents Proposal B—RESOLVED
, as a
non-binding,
advisory resolution, that the amendment and restatement of the Existing Governing Documents be approved and that all other immaterial changes necessary or, as mutually agreed in good faith by VGAC II and Grove, 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 (copies of which are attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex C and Annex D, respectively), including (i) changing the corporate name from “Virgin Group Acquisition Corp. II” to “Grove Collaborative Holdings, Inc.” (which is expected to occur upon the consummation of the Domestication), (ii) making New Grove’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for litigation arising out of the Securities Act of 1933, as amended and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination be approved.

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Proposal No. 6—Governing Documents Proposal C—RESOLVED
, as a
non-binding,
advisory resolution, that the issuance of shares of New Grove Class B Common Stock, which will allow holders of New Grove Class B Common Stock to cast ten votes per share of New Grove Class B Common Stock be approved.
 
   
Proposal No. 7—The NYSE Proposal—RESOLVED
, as an ordinary resolution, that for the purposes of complying with the applicable provisions of New York Stock Exchange (“
NYSE
”) Listing Rule 312.03, the issuance of shares of New Grove Class A Common Stock and shares of New Grove Class B Common Stock be approved.
 
   
Proposal No. 8—The Incentive Equity Plan Proposal—RESOLVED
, as an ordinary resolution, that the Grove Collaborative Holdings, Inc. 2022 Equity and Incentive Plan, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex I, be adopted and approved.
 
   
Proposal No. 9—The ESPP Proposal—RESOLVED
, as an ordinary resolution, that the Grove Collaborative Holdings, Inc. Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex J, be adopted and approved.
 
   
Proposal No. 10—The Director Election Proposal—RESOLVED
, as an ordinary resolution, that the proposal to elect Stuart Landesberg, Christopher Clark, Catherine Beaudoin, David Glazer, John Replogle, [●], [●], [●] and [●], in each case, to serve as directors of New Grove until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal, be adopted and approved.
 
   
Proposal No. 11—The Adjournment Proposal—RESOLVED
, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to VGAC II shareholders, (B) in order to solicit additional proxies from VGAC II shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (C) if VGAC II shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash in the trust account, together with the aggregate gross proceeds from the issuance and sale of an aggregate of 8,707,500 shares of New Grove Class A Common Stock at a price of $10.00 per share pursuant to the Subscription Agreements (the “
Subscription Agreements
”) with certain investors (the “
PIPE Investors
”), for aggregate gross proceeds of $87,075,000 (the “
PIPE Financing
”), equal no less than $175,000,000 after deducting any amounts paid to VGAC II shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied, at the extraordinary general meeting be approved.
Each of the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the NYSE Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal and the Director Election Proposal (collectively, the “
Condition Precedent Proposals
”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.
These items of business are described in the accompanying proxy statement/consent solicitation statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business on [●], 2022 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.
The accompanying proxy statement/consent solicitation statement/prospectus and accompanying proxy card is being provided to VGAC II shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting.
Whether or not you plan to attend the extraordinary general meeting, all VGAC II shareholders are urged to read the accompanying proxy statement/consent solicitation statement/prospectus, including the Annexes thereto

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and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “
Risk Factors
” beginning on page 26
of the accompanying proxy statement/consent solicitation statement/prospectus.
After careful consideration, the board of directors of VGAC II has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “
FOR
” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, and “
FOR
” all other proposals presented to VGAC II shareholders in the accompanying proxy statement/consent solicitation statement/prospectus. When you consider the recommendation of these proposals by the board of directors of VGAC II, you should keep in mind that VGAC II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
Business Combination Proposal—Interests of VGAC II’s Directors and Executive Officers in the Business Combination
” in this proxy statement/consent solicitation statement/prospectus for a further discussion of these considerations.
Pursuant to the Existing Governing Documents, a public shareholder of VGAC II may request that New Grove redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
 
  (i)
(a) hold public shares, or (b) hold public shares through units and elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
 
  (ii)
submit a written request to Continental Stock Transfer & Trust Company (“
Continental
”), VGAC II’s transfer agent, in which you (a) request that New Grove redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and
 
  (iii)
deliver your share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through The Depository Trust Company.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 P.M., Eastern Time, on [
], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, New Grove will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of VGAC II’s initial public offering (the “
trust account
”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [●], 2022, this would have amounted to approximately $[●] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Grove Class A Common Stock that will be redeemed immediately after consummation of the Business Combination. See “
Extraordinary General Meeting of VGAC II—Redemption Rights
” in this proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

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Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “
group
” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“
Exchange Act
”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.
VG Acquisition Sponsor II LLC (the “
Sponsor
”) has, pursuant to the Sponsor Letter Agreement, dated as of December 7, 2021, entered into by Grove, the Sponsor, VGAC II, Credit Suisse Securities (USA) LLC as the underwriter, the Insiders (as defined therein) and the Holders (as defined therein) (the “
Sponsor Agreement
”), agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger), (ii) waive any adjustment to the conversion ratio set forth in the Existing Governing Documents with respect to the Class B ordinary shares of VGAC II held by the Sponsor, and (iii) be bound by certain
earn-out
provisions with respect to its shares in VGAC II following the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. See “
Business Combination Proposal—Related Agreements—Sponsor Agreement
” in the accompanying proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Agreement.
The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/consent solicitation statement/prospectus. There can be no assurance that the closing conditions will be satisfied or that the parties to the Merger Agreement would waive any such provision of the Merger Agreement. In addition, in no event will VGAC II redeem public shares in an amount that would cause New Grove’s net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.
The approval of each of the Domestication Proposal and the Charter Amendment Proposal require a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least
two-thirds
(2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Your vote is very important
. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/consent solicitation statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/consent solicitation statement/prospectus.
If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “
FOR
” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

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Your attention is directed to the remainder of the accompanying proxy statement/consent solicitation statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/consent solicitation statement/prospectus carefully and in its entirety, including the Annexes hereto and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact [●], our proxy solicitor, by calling [●], or banks and brokers can call collect at [●], or by emailing [●].
Thank you for your participation. We look forward to your continued support. By Order of the Board of Directors of Virgin Group Acquisition Corp II.
Josh Bayliss
Chief Executive Officer and Director
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONTINENTAL, VGAC II’S TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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ANNEXES
Annex A—Agreement and Plan of Merger
Annex B—Amended and Restated Memorandum and Articles of Association of VGAC II
Annex C—Form of Certificate of Incorporation of New Grove
Annex D—Form of Bylaws of New Grove
Annex E—Sponsor Agreement
Annex F—Form of Subscription Agreement
 
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Annex G—Form of Registration Rights Agreement
Annex H—Form of Grove Stockholder Support Agreement
Annex I—Form of Grove Collaborative Holdings, Inc. 2022 Equity and Incentive Plan
Annex J—Form of Grove Collaborative Holdings, Inc. Employee Stock Purchase Plan
Annex K—Section 262 of the Delaware General Corporation Law
Annex L—Fairness Opinion of Houlihan Lokey Capital, Inc.
 
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ADDITIONAL INFORMATION
You may request copies of the accompanying proxy statement/consent solicitation statement/prospectus and any other publicly available information concerning VGAC II, without charge, by written request to Virgin Group Acquisition Corp. II, 65 Bleecker Street, 6th Floor, New York, New York 10012, or by telephone request at (212)
497-9050;
or [●], VGAC II’s proxy solicitor, by calling [●], or banks and brokers can call collect at [●], or by emailing [●] or from the SEC through the SEC website at www.sec.gov.
In order for VGAC II shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of VGAC II to be held on [●], 2022, you must request the information by [●], 2022 (five business days prior to the date of the extraordinary general meeting).
TRADEMARKS
This document contains references to trademarks, trade names, and service marks belonging to other entities. Solely for convenience, trademarks, trade names, and service marks referred to in this proxy statement/consent solicitation statement/prospectus may appear without the
®
or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. VGAC II does not intend VGAC II’s use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us, by any other companies.
 
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SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/consent solicitation statement/prospectus or the context otherwise requires, references to:
 
   
Articles of Association
” are to the amended and restated articles of association of VGAC II;
 
   
Available Cash
” are an amount equal to the sum of, immediately prior to the Closing, (i) the amount of cash available to be released from the trust account (after giving effect to all payments to VGAC II shareholders that exercise their redemption rights in connection with the Business Combination), plus (ii) the net amount of proceeds actually received by VGAC II pursuant to the PIPE Financing.
 
   
Business Combination
” are to the Merger and other transactions contemplated by the Merger Agreement, other than the Domestication, collectively, including the PIPE Financing;
 
   
Cayman Islands Companies Act
” are to the Companies Act (As Revised) of the Cayman Islands;
 
   
Class
 A ordinary shares
” are to the Class A ordinary shares, par value $0.0001 per share, of VGAC II prior to the Domestication, which will automatically convert, on a
one-for-one
basis, into shares of New Grove Class A Common Stock in connection with the Domestication, authorized pursuant to the Existing Governing Documents;
 
   
Class
 B ordinary shares
” or “
founder shares
” are to the 10,062,500 Class B ordinary shares, par value $0.0001 per share, of VGAC II outstanding as of the date of this proxy statement/consent solicitation statement/prospectus that were issued to the Sponsor in a private placement prior to the initial public offering (as defined below), and, in connection with the Domestication, will automatically convert, on a
one-for-one
basis, into shares of New Grove Class A Common Stock;
 
   
Closing
” are to the closing of the Business Combination;
 
   
Closing Date
” are to that date that is in no event later than the third business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled “
Business Combination Proposal—Conditions to Closing of the Business Combination
,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other date as VGAC II and Grove may agree in writing;
 
   
Condition Precedent Proposals
” are to the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the NYSE Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal, and the Director Election Proposal, collectively;
 
   
Continental
” are to Continental Stock Transfer & Trust Company;
 
   
COVID-19
” or the “
COVID-19
pandemic
” are to the novel coronavirus
(SARS-CoV-2
or
COVID-19),
and any evolutions, mutations, or variations thereof or any other related or associated public health condition, emergency, epidemics, pandemics, or disease outbreaks;
 
   
Domestication
” are to VGAC II’s domestication, at least one day prior to the Closing, upon the terms and subject to the conditions of the Merger Agreement, as a Delaware corporation in accordance with the DGCL and the Cayman Islands Companies Act;
 
   
Effective Time
” are to the time at which the Merger becomes effective;
 
   
ESPP
” are to the Grove Collaborative Holdings, Inc. Employee Stock Purchase Plan to be considered for adoption and approval by VGAC II shareholders pursuant to the ESPP Proposal;
 
   
Existing Governing Documents
” are to the Memorandum of Association and the Articles of Association;
 
   
extraordinary general meeting
” are to the extraordinary general meeting of VGAC II to be held at the offices of Davis Polk & Wardwell LLP located at 450 Lexington Avenue, New York, New York 10017
 
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and virtually via the Internet at [●], Eastern Time, on [●], 2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned;
 
   
Governing Documents Proposals
” are to Governing Documents Proposal A, Governing Documents Proposal B, and Governing Documents Proposal C;
 
   
Grove
” are to Grove Collaborative, Inc., a Delaware public benefit corporation, prior to the consummation of the Business Combination;
 
   
Grove Board
” are to the Board of Directors of Grove;
 
   
Grove Common Stock
” are to the shares of common stock, par value $0.0001 per share, of Grove;
 
   
Grove Equityholders
” are to the holders of Grove equity interests;
 
   
Grove Preferred Stock
” are the shares of (i) Series Seed preferred stock; (ii) Series A preferred stock, par value $0.0001 per share, of Grove, (iii) Series B preferred stock, par value $0.0001 per share, of Grove, (iv) Series C preferred stock, par value $0.0001 per share, of Grove, (v) Series
C-1
preferred stock, par value $0.0001 per share, of Grove, (vi) Series D preferred stock, par value $0.0001 per share, of Grove, (vii) Series
D-1
preferred stock, par value $0.0001 per share, of Grove, (viii) Series
D-2
preferred stock, par value $0.0001 per share, of Grove, and (ix) Series E preferred stock, par value $0.0001 per share, of Grove;
 
   
Grove Stockholder Support Agreement
” are the Support Agreement, dated as of December 7, 2021, by and among VGAC II, Grove, Stuart Landesberg, Norwest Venture Partners XIII, LP, Mayfield Select, Mayfield XV, MHS Capital Partners II, L.P., MHS Capital Partners G2, LLC, MHS Capital Partners G, LLC, Lone Cypress, Ltd., Lone Spruce, L.P., Lone Cascade, L.P., Lone Sierra, L.P., Lone Monterey Master Fund, Ltd., General Atlantic (GC), L.P., SCM GC Investments Limited, Christopher Clark, Catherine Beaudoin, Nextview Ventures II, L.P., Nextview Ventures II-A, L.P., Nextview Ventures Co-Invest I, L.P., Serious Change II, LP, Serious Change, LP, Nevada FML, LLC, Nevada HPL, LLC, Inherent ESG Private, LP, Greenspring Secondaries Fund III, L.P., Glynn Partners V. L.P., Glynn Emerging Opportunity Fund, Glynn Emerging Opportunity Fund II-A, L.P. and Glynn Emerging Opportunity Fund II, L.P.;
 
   
Grove Stockholders
” are to holders of Grove Common Stock and Grove Preferred Stock;
 
   
Grove Support Stockholders
” are to certain holders of Grove Common Stock who executed the Grove Stockholder Support Agreement;
 
   
Incentive Equity Plan
” are to the Grove Collaborative Holdings, Inc. 2022 Incentive Equity Plan to be considered for adoption and approval by VGAC II shareholders pursuant to the Incentive Equity Plan Proposal;
 
   
initial public offering
” are to VGAC II’s initial public offering that was consummated on March 25, 2021;
 
   
Lock-up Period
” is the period commencing on the Closing Date and ending on the date of the first trading window at least 150 days after the Closing Date;
 
   
Memorandum of Association
” are to the amended and restated memorandum of association of VGAC II;
 
   
Merger
” are to the merger of VGAC II Merger Sub with and into Grove pursuant to the Merger Agreement, with Grove as the surviving company in the Merger and, after giving effect to such Merger, Grove becoming a wholly owned direct subsidiary of New Grove;
 
   
Merger Agreement
” are to that certain Agreement and Plan of Merger, dated December 7, 2021, by and among VGAC II, VGAC II Merger Sub, and Grove;
 
   
Minimum Available Cash Condition
” are to the condition that Available Cash shall be greater than or equal to $175,000,000;
 
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New Grove
” are to Grove Collaborative Holdings, Inc. (f.k.a. Virgin Group Acquisition Corp. II) upon and after the Domestication;
 
   
New Grove Board
” are to the board of directors of New Grove;
 
   
New Grove Class
 A Common Stock
” are to the shares of Class A common stock, par value $0.0001 per share, of New Grove;
 
   
New Grove Class
 B Common Stock
” are to the shares of Class B common stock, par value $0.0001 per share, of New Grove;
 
   
New Grove Common Stock
” are to the shares New Grove Class A Common Stock and New Grove Class B Common Stock;
 
   
New Grove Preferred Stock
” are to the shares of preferred stock, par value $0.0001 per share, of New Grove;
 
   
New Grove Public Warrants
” are to warrants included in the public units issued in the initial public offering that will be exercisable for shares of New Grove Class A Common Stock after the Closing;
 
   
NYSE
” are to the New York Stock Exchange;
 
   
ordinary shares
” are to VGAC II Class A ordinary shares and Class B ordinary shares;
 
   
PIPE Financing
” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 8,707,500 shares of New Grove Class A Common Stock for an aggregate purchase price of $87,075,000 to be consummated in connection with the Closing;
 
   
PIPE Investors
” are to the investors participating in the PIPE Financing, collectively;
 
   
private placement warrants
” are to the 6,700,000 private placement warrants outstanding as of the date of this proxy statement/consent solicitation statement/prospectus that were issued to and held by the Sponsor in private placements simultaneously with the closing of the initial public offering, which are substantially identical to the public warrants sold as part of the units in the initial public offering, subject to certain limited exceptions;
 
   
pro forma
” are to giving pro forma effect to the Business Combination, including the Merger and the PIPE Financing;
 
   
Proposed Bylaws
” are to the proposed bylaws of New Grove to be effective upon the Domestication attached to this proxy statement/consent solicitation statement/prospectus as Annex D;
 
   
Proposed Certificate of Incorporation
” are to the proposed certificate of incorporation of New Grove to be effective upon the Domestication attached to this proxy statement/consent solicitation statement/prospectus as Annex C;
 
   
Proposed Governing Documents
” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;
 
   
public shareholders
” are to holders of public shares, whether acquired in the initial public offering or acquired in the secondary market;
 
   
public shares
” are to the currently outstanding 40,250,000 Class A ordinary shares of VGAC II, whether acquired in VGAC II’s initial public offering or acquired in the secondary market;
 
   
public warrants
” are to the currently outstanding 8,050,000 redeemable warrants to purchase Class A ordinary shares of VGAC II that were issued by VGAC II in the initial public offering;
 
   
redemption
” are to each redemption of public shares for cash pursuant to the Existing Governing Documents;
 
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redemption rights
” are to the redemption rights of VGAC II shareholders;
 
   
SEC
” are to the U.S. Securities and Exchange Commission;
 
   
Securities Act
” are to the Securities Act of 1933, as amended;
 
   
Sponsor
” are to VG Acquisition Sponsor II LLC, a Cayman Islands limited liability company;
 
   
Sponsor Agreement
” are to the Sponsor Letter Agreement, dated as of December 7, 2021, entered into by Grove, the Sponsor, VGAC II, Credit Suisse Securities (USA) LLC as the underwriter, the Insiders (as defined therein) and the Holders (as defined therein);
 
   
Subscription Agreements
” are to the subscription agreements, entered into by VGAC II and each of the PIPE Investors in connection with the PIPE Financing;
 
   
transfer agent
” are to Continental, VGAC II’s transfer agent;
 
   
trust account
” are to the account established by VGAC II for the benefit of its public shareholders pursuant to the Investment Management Trust Agreement, dated as of March 22, 2021, by and between VGAC II and Continental;
 
   
Trust Agreement
” are to the Investment Management Trust Agreement, dated as of March 22, 2021, between VGAC II and Continental;
 
   
trust fund
” are to the trust fund established by VGAC II for the benefit of its public shareholders;
 
   
VGAC II
” are to Virgin Group Acquisition Corp. II, a Cayman Islands exempted company, prior to the Domestication;
 
   
VGAC II Board
” are to VGAC II’s board of directors;
 
   
VGAC II meeting website
” are to [●], the Internet address of the extraordinary general meeting;
 
   
VGAC II Merger Sub
” are to Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II prior to the consummation of the Business Combination;
 
   
VGAC II Parties
” are to VGAC II and VGAC II Merger Sub;
 
   
VGAC II units
” are to the units of VGAC II, each unit representing one Class A ordinary share and
one-fifth
of one warrant to acquire one Class A ordinary share, that were offered and sold by VGAC II in the initial public offering;
 
   
VGAC II shareholders
” are to holders of VGAC II ordinary shares;
 
   
VGAC II Warrant Agreement
” are to the warrant agreement, dated March 22, 2021, between VGAC II and Continental, as warrant agent;
 
   
VGAC II warrantholders
” are to holders of VGAC II warrants (as defined below);
 
   
VGAC II warrants
” are to the public warrants and the private placement warrants; and
 
   
Virgin Group
” are to the Virgin Group, an affiliate of the Sponsor, and its affiliates where applicable.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this proxy statement/consent solicitation statement/prospectus may constitute “
forward-looking statements
” for purposes of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding VGAC II or VGAC II’s management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including, without limitation, those relating to the Domestication and the Business Combination. The information included in this proxy statement/consent solicitation statement/prospectus in relation to Grove has been provided by Grove and its respective management, and forward-looking statements include statements relating to VGAC II’s and Grove’s respective management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including, without limitation, those relating to the Domestication and the Business Combination. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “
anticipate,
” “
believe,
” “
continue,
” “
could,
” “
estimate,
” “
expect,
” “
intend,
” “
may,
” “
might,
” “
plan,
” “
possible,
” “
potential,
” “
predict,
” “
project,
” “
should,
” “
would,
” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/consent solicitation statement/prospectus may include, for example and without limitation, statements about:
 
   
VGAC II’s ability to complete the Business Combination with Grove and the timing thereof or, if VGAC II does not consummate such Business Combination, any other initial business combination;
 
   
satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by VGAC II shareholders of the Condition Precedent Proposals; (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act of 1976 (the “
HSR Act
”) relating to the Merger Agreement; (iii) VGAC II having at least $5,000,001 of net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing; (iv) the Minimum Available Cash Condition; and (v) the approval by the NYSE of VGAC II’s initial listing application in connection with the Business Combination;
 
   
statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity;
 
   
references with respect to the anticipated benefits of the Business Combination and the projected future financial performance of New Grove or New Grove’s operating companies following the Business Combination;
 
   
changes in the market for Grove’s products, and expansion plans and opportunities;
 
   
anticipated customer retention by Grove;
 
   
the extent to which Grove is able to protect Grove’s intellectual property and not infringe on the intellectual property rights of others;
 
   
the sources and uses of cash of the Business Combination;
 
   
new or adverse regulatory developments relating to automatic renewal laws;
 
   
the effect of
COVID-19
on the foregoing, including VGAC II’s ability to consummate the Business Combination due to the uncertainty resulting from the recent
COVID-19
pandemic; and
 
   
other factors detailed under the section entitled “
Risk Factors
.”
The forward-looking statements contained in this proxy statement/consent solicitation statement/prospectus are based on VGAC II’s current expectations and beliefs concerning future developments and their potential effects on VGAC II and/or Grove. There can be no assurance that future developments affecting VGAC II and/or Grove will be those that VGAC II has anticipated. These forward-looking statements involve a number of risks,
 
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uncertainties (some of which are beyond the control of VGAC II or Grove), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described herein under the heading “
Risk Factors.
” Should one or more of these risks or uncertainties materialize, or should any of VGAC II’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the
COVID-19
outbreak and there may be additional risks that VGAC II considers immaterial or which are unknown. It is not possible to predict or identify all such risks. VGAC II undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
Before any VGAC II shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, such VGAC II shareholder should be aware that the occurrence of the events described in the “
Risk Factors
” section and elsewhere in this proxy statement/consent solicitation statement/prospectus may adversely affect VGAC II and/or Grove.
 
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF VGAC II
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Domestication and the Business Combination. The following questions and answers do not include all the information that is important to VGAC II shareholders. VGAC II urges VGAC II shareholders to read this proxy statement/consent solicitation statement/prospectus, including the Annexes hereto and the other documents referred to herein, carefully and in their entirety to fully understand the Domestication and the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at the offices of Davis Polk & Wardwell LLP located at 450 Lexington Avenue, New York, New York 10017 and virtually via the Internet at [
], Eastern Time, on [
], 2022.
 
Q:
Why am I receiving this proxy statement/consent solicitation statement/prospectus?
 
A:
VGAC II shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Merger Agreement, among other things, in connection with the Merger, based on an implied equity value of $1.4 billion: (a) each share of Grove Common Stock and Grove Preferred Stock (on an
as-converted
to common stock basis) (other than dissenting shares) will be canceled and converted into the right to receive (i) a number of shares of New Grove Class B Common Stock, as determined pursuant to an exchange ratio set forth in the Merger Agreement (the “
Exchange Ratio
”) and (ii) a number of restricted shares of New Grove Class B Common Stock that will vest upon the achievement of certain earnout thresholds prior to the tenth anniversary of the Closing, as more fully described in the accompanying proxy statement/consent solicitation statement/prospectus (such shares, the “
Grove Earnout Shares
”); (b) each outstanding option to purchase Grove Common Stock (whether vested or unvested) will be assumed by New Grove and converted into (i) comparable options that are exercisable for shares of New Grove Class B Common Stock, with a value determined in accordance with the Exchange Ratio (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Code, in a manner compliant with Section 424(a) of the Code) and (ii) the right to receive a number of Grove Earnout Shares; (c) each award of restricted stock units to acquire Grove Common Stock (collectively, “
Grove RSUs
”) will be assumed by New Grove and converted into (i) a comparable award of restricted stock units to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares; and (d) each warrant to acquire shares of Grove Common Stock or Grove Preferred Stock will be assumed by New Grove and converted into (i) a comparable warrant to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares. The implied equity value of $1.4 billion includes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options (whether vested or unvested) to purchase Grove Common Stock but excludes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options to purchase Grove common stock granted since January 1, 2021 under Grove’s 2016 Equity Incentive Plan that have not yet vested as of immediately prior to the Closing (the “
Company Unvested 2021 Options
”).
A copy of the Merger Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A and you are encouraged to read the Merger Agreement in its entirety. This proxy statement/consent solicitation statement/prospectus includes descriptions of the Merger Agreement and particular provisions therein. These descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement.
The approval of each of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal, the Director Election Proposal, and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by
 
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proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting, and each of the Domestication Proposal and the Charter Amendment Proposal require a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least a
two-thirds
(2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. 
In connection with the Domestication, at least one day prior to the Closing Date, (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share of VGAC II will convert automatically, on a
one-for-one
basis, into shares of New Grove Class A Common Stock, (ii) each issued and outstanding warrant to purchase Class A ordinary shares of VGAC II will convert automatically into a warrant to acquire New Grove Class A Common Stock in the same form and on the same terms and conditions as the converted VGAC II warrant, and (iii) each issued and outstanding unit of VGAC II that has not been previously separated into the underlying Class A ordinary share of VGAC II and underlying VGAC II warrant upon the request of the holder thereof prior to the Domestication will be canceled and will entitle the holder thereof to one share of New Grove Class A Common Stock and
one-fifth
of one warrant representing the right to purchase one share of New Grove Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the VGAC II Warrant Agreement. See “
Domestication Proposal
.”
The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “
What amendments will be made to the current constitutional documents of VGAC II?
” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS.
 
Q:
What proposals are shareholders of VGAC II being asked to vote upon?
 
A:
At the extraordinary general meeting, VGAC II is asking holders of its ordinary shares to consider and vote upon eleven separate proposals:
 
   
a proposal to approve and adopt by ordinary resolution the Merger Agreement, including the Merger, and the transactions contemplated thereby;
 
   
a proposal to approve by special resolution the Domestication;
 
   
a proposal to approve by special resolution the adoption and approval of the proposed new certificate of incorporation (the “
Proposed Certificate of Incorporation
”) and bylaws (the “
Proposed Bylaws,
” and together with the Proposed Certificate of Incorporation, the “
Proposed Governing Documents
”) of New Grove, copies of which are attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annexes D and E, respectively;
 
   
the following five separate
non-binding,
advisory proposals to approve by ordinary resolution the following material differences between the Existing Governing Documents and the Proposed Governing Documents:
 
   
to authorize the change in the authorized share capital of VGAC II from (i) US$22,100 divided into 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 600,000,000 shares of New Grove Class A Common Stock, 200,000,000 shares of New Grove Class B Common Stock, and 100,000,000 shares of New Grove Preferred Stock;
 
   
to amend and restate the Existing Governing Documents and authorize all other immaterial changes necessary or, as mutually agreed in good faith by VGAC II and Grove, desirable in connection with the replacement of the Existing Governing Documents with the Proposed Governing Documents as part of the Domestication;
 
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to authorize the issuance of shares of New Grove Class B Common Stock, which will allow holders of New Grove Class B Common Stock to cast ten votes per share of New Grove Class B Common Stock; and
 
   
a proposal to approve by ordinary resolution the issuance of shares of New Grove Class A Common Stock and shares of New Grove Class B Common Stock in connection with the Business Combination and the PIPE Financing pursuant to NYSE Listing Rules;
 
   
a proposal to approve and adopt by ordinary resolution the Incentive Equity Plan;
 
   
a proposal to approve and adopt by ordinary resolution the ESPP;
 
   
a proposal to elect the directors to the New Grove Board; and
 
   
a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.
If VGAC II shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated.
For more information, please see “
Business Combination Proposal
,” “
Domestication Proposal
,” “
Governing Documents Proposals
,” “
NYSE Proposal
,” “
Incentive Equity Plan Proposal
,” “
ESPP Proposal,” “Director Election Proposal
,” and “
Adjournment Proposal
.”
VGAC II will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/consent solicitation statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of VGAC II should read it carefully and in its entirety.
After careful consideration, the VGAC II Board has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, each of the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal, the Director Election Proposal, and the Adjournment Proposal are in the best interests of VGAC II and VGAC II shareholders and unanimously recommends that VGAC II shareholders vote or give instruction to vote “
FOR
” each of those proposals.
The existence of financial and personal interests of one or more of VGAC II’s directors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is in the best interests of VGAC II and VGAC II shareholders and what he or she or they may believe is best for himself or herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, VGAC II’s officers have interests in the Business Combination that may conflict with your interests as a VGAC II shareholder. See the section entitled “
Business Combination Proposal—Interests of VGAC II’s Directors and Executive Officers in the Business Combination
” for a further discussion of these considerations.
 
Q:
Why is VGAC II proposing the Business Combination?
 
A:
VGAC II is a blank check company incorporated on January 13, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Although VGAC II may pursue an acquisition opportunity in any business, industry, sector, or geographical location for purposes of consummating an initial business combination, VGAC II has focused on companies in the travel & leisure, financial services, health & wellness, technology & internet-enabled, music & entertainment, media & mobile, and renewable energy/resource efficiency sectors. VGAC II is not permitted
 
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  under the Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations.
VGAC II has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. VGAC II has sought targets that it believes: will perform well in the public markets over the long term and offer attractive returns to VGAC II shareholders; would uniquely benefit from an association with a trusted name like the Virgin Group through brand enhancement and improved operational performance; can be sourced through VGAC II’s extensive proprietary networks so as to avoid broadly marketed processes; generate stable free cashflows or that have a clear near-term path to produce healthy free cashflows; have the ability to provide a strong consumer experience that is meaningfully differentiated from competitors; have a strong and experienced management team that VGAC II can work alongside and augment as the company scales; and are prepared from a management, corporate governance, and reporting perspective to become a publicly traded company and can benefit from the access to the broader capital markets that this will provide.
Based on its due diligence investigations of Grove and the industry in which it operates, including the financial and other information provided by Grove in the course of negotiations, the VGAC II Board believes that Grove meets the criteria and guidelines listed above. However, there is no assurance of this. See “
Business Combination Proposal—The VGAC II Board’s Reasons for the Business Combination
.”
Although the VGAC II Board believes that the Business Combination with Grove presents an attractive business combination opportunity and is in the best interests of VGAC II and VGAC II shareholders, the VGAC II Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “
Business Combination Proposal—The VGAC II Board’s Reasons for the Business Combination
” and “
Risk Factors—Risks Related to Grove and New Grove Business Following the Business Combination
.”
 
Q:
Did the VGAC II Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
 
A:
Yes. Although the Existing Governing Documents do not require VGAC II to seek an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions unless it pursues a business combination with an affiliated company, the board of directors of VGAC II received an opinion dated December 6, 2021, of Houlihan Lokey Capital, Inc. (“
Houlihan Lokey
”) to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in Houlihan Lokey’s written opinion, the merger consideration, excluding the Grove Earnout Shares, to be issued by VGAC II in the Business Combination pursuant to the Merger Agreement (the “
Closing Payment Shares
”) was fair, from a financial point of view, to VGAC II. See the section entitled “
BCA Proposal
 — Opinion of Houlihan Lokey
.”
 
Q:
What will Grove’s equityholders receive in return for the Business Combination with VGAC II?
 
A:
On the date of Closing, VGAC II Merger Sub will merge with and into Grove, with Grove as the surviving company in the Merger and, after giving effect to such Merger, Grove shall be a wholly owned direct subsidiary of New Grove. In accordance with the terms and subject to the conditions of the Merger Agreement, at the time at which the Merger becomes effective (the “
Effective Time
”), based on an implied equity value of $1.4 billion: (a) each share of Grove Common Stock and Grove Preferred Stock (on an
as-converted
to common stock basis) (other than dissenting shares) will be canceled and converted into the right to receive (i) a number of shares of New Grove Class B Common Stock, as determined pursuant to an exchange ratio set forth in the Merger Agreement and (ii) a number of shares of Grove Earnout Shares, as more fully described in the accompanying proxy statement/consent solicitation statement/prospectus; (b) each outstanding option to purchase Grove Common Stock (whether vested or unvested) will be assumed by New Grove and converted into (i) comparable options that are exercisable for shares of New
 
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  Grove Class B Common Stock, with a value determined in accordance with the Exchange Ratio (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Code, in a manner compliant with Section 424(a) of the Code) and (ii) the right to receive a number of Grove Earnout Shares; (c) each award of Grove RSUs will be assumed by New Grove and converted into (i) a comparable award of restricted stock units to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares; and (d) each warrant to acquire shares of Grove Common Stock or Grove Preferred Stock will be assumed by New Grove and converted into (i) a comparable warrant to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares. The implied equity value of $1.4 billion includes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options (whether vested or unvested) to purchase Grove Common Stock but excludes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of Company Unvested 2021 Options.
 
Q:
What are the Grove and Sponsor Earnout Shares?
 
A:
The Grove Earnout Shares will consist of 14,000,000 restricted shares of New Grove Class B Common Stock, which, immediately after the Closing, will represent approximately 5.8% of the outstanding shares of New Grove Common Stock and approximately 7.9% of the voting power of New Grove Common Stock assuming no redemptions by VGAC II shareholders in connection with the Business Combination. The Sponsor has agreed that 3,490,375 shares of New Grove Class A Common Stock (the “Sponsor Earnout Shares” and, together with the Grove Earnout Shares, the “Earnout Shares”), which represent 35% of the New Grove Class A Common Stock issuable in respect of the Class B ordinary shares held by the Sponsor as of the date of the Sponsor Agreement, will be subject to certain vesting provisions as set forth in the Sponsor Agreement. Immediately after the Closing, the Sponsor Earnout Shares will represent approximately 1.4% of the outstanding shares of New Grove Common Stock and approximately 0.2% of the voting power of New Grove Common Stock assuming no redemptions by VGAC II shareholders in connection with the Business Combination.
Such Earnout Shares will be unvested at the Closing and will automatically vest effective (A) with respect to 50% of the Earnout Shares, if the daily volume weighted average price of the shares of New Grove Class A Common Stock is greater than or equal to $12.50 per share for any 20 trading days (which may be consecutive or not consecutive) within any 30-trading-day period that occurs after the Closing Date and on or prior to the ten year anniversary of the Closing Date (the “Earnout Period”) and (B) with respect to the other 50% of the Earnout Shares, if the daily volume weighted average price of the shares of New Grove Class A Common Stock is greater than or equal to $15.00 per share for any 20 trading days (which may be consecutive or not consecutive) within any 30-trading-day period that occurs after the Closing Date and on or prior to expiration of the Earnout Period. In addition, in the event that (x) there is a Change of Control (as defined in the section entitled “
Grove Earnout Shares
” with respect to the Grove Earnout Shares or as defined in the Spnosor Agreement with respect to the Sponsor Earnout Shares) (or a definitive agreement providing for a Change of Control has been entered into) after the Closing and prior to the expiration of the Earnout Period or (y) there is a liquidation, dissolution, bankruptcy, reorganization, assignment for the benefit of creditors or similar event with respect to New Grove after the Closing Date and on or prior to the expiration of the Earnout Period, the Earnout Shares that have not vested prior to such occurrence will automatically vest.
If, upon the expiration of the Earnout Period, any Earnout Shares have not vested, then such Earnout Shares will automatically be forfeited by the holders thereof and be canceled by New Grove.
 
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Q:
How will the combined company be managed following the Business Combination?
 
A:
Following the Closing, it is expected that the current management of Grove will become the management of New Grove, and the New Grove Board will consist of nine directors. If the Director Election Proposal is approved, the New Grove Board will consist of Stuart Landesberg, Christopher Clark, Catherine Beaudoin, David Glazer, John Replogle, [●], [●], [●] and [●]. Please see the section entitled “
Management of New Grove Following the Business Combination
” and “
Director Election Proposal
” for further information.
 
Q:
What equity stake will current VGAC II shareholders and current equityholders of Grove hold in New Grove immediately after the consummation of the Business Combination?
 
A:
As of the date of this proxy statement/consent solicitation statement/prospectus, there are (i) 40,250,000 Class A ordinary shares outstanding underlying units issued in the initial public offering and (ii) 10,062,500 Class B ordinary shares outstanding held by the Sponsor. As of the date of this proxy statement/consent solicitation statement/prospectus, there are 6,700,000 private placement warrants outstanding and held by the Sponsor and 8,050,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Grove Class A Common Stock. Therefore, as of the date of this proxy statement/consent solicitation statement/prospectus (without giving effect to the Business Combination and assuming that none of VGAC II’s outstanding public shares are redeemed in connection with the Business Combination), VGAC II’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 65,062,500 ordinary shares.
The following table illustrates varying estimated ownership levels in New Grove immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions
 
    
Share Ownership in New Grove(1)
 
    
No Redemption
   
Medium
Redemption(2)
   
Maximum
Redemption(3)
 
VGAC
II Shareholders
     22.4     14.9     5.9
Sponsor(2)(3)
     3.7     4.0     4.4
Pipe Investors
     4.8     5.3     5.9
Grove Stockholders(4)(5)
     69.1     75.8     83.8
 
(1)
As of December 31, 2021.
(2)
Assumes that 15,730,300 of the Class A ordinary shares are redeemed for an aggregate payment of $157.3 million (which represents 50% of the number of Class A ordinary shares that would be redeemed under the maximum redemption scenario).
(3)
Assumes that 31,460,600 of the Class A ordinary shares are redeemed for an aggregate payment of $314.6 million (which is the maximum number of redemptions that would still allow the Minimum Cash Condition to be satisfied).
(4)
Excludes equity awards issued at Closing upon rollover of vested and unvested Grove equity awards under the proposed New Grove Incentive Equity Plan.
(5)
Each share of New Grove Class B Common Stock will have ten (10) votes per share, while each share of New Grove Class A Common Stock will have one (1) vote per share.
 
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The following table illustrates varying estimated ownership levels in New Grove immediately following the consummation of the Business Combination on a fully-diluted basis including the Sponsor Earnout Shares, the Grove Earnout Shares and shares of New Grove Common Stock issuable pursuant to the public warrants, the private placement warrants, and Grove equity awards, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:
 
    
Ownership in New Grove(1)
 
    
No Redemption
   
Medium
Redemption(2)
   
Maximum
Redemption(3)
 
VGAC
II Shareholders
     16.6     10.8     4.2
Sponsor(2)(3)
     2.7     2.9     3.1
Grove Stockholders
     51.2     54.7     58.8
PIPE Investors
     3.6     3.9     4.2
Private Placement Warrants
     2.8     3.0     3.2
Public Warrants
     3.3     3.5     3.8
Sponsor Earnout Shares
     1.4     1.5     1.7
Grove common stock options(4)
     11.4     12.2     13.1
Grove restricted stock units(4)
     0.7     0.8     0.8
Grove common stock warrants(4)
     0.5     0.5     0.5
Grove common stock issued upon early exercise of options(4)
     0.0     0.0     0.0
Grove Earnout Shares(4)
     5.8     6.2     6.6
 
(1)
As of December 31, 2021.
(2)
Assumes that 15,730,300 of the Class A ordinary shares are redeemed for an aggregate payment of $157.3 million (which represents 50% of the number of the Class A ordinary shares that would be redeemed under the maximum redemption scenario)
(3)
Assumes that 31,460,600 of the Class A ordinary shares are redeemed for an aggregate payment of $314.6 million (which is the maximum number of redemptions that would still allow the Minimum Cash Condition to be satisfied).
(4)
Each share of New Grove Class B Common Stock will have ten (10) votes per share, while each share of New Grove Class A Common Stock will have one (1) vote per share.
For further details, see “Business Combination Proposal—Consideration to Grove Equityholders in the Business Combination.”
Furthermore, subject to approval by VGAC II shareholders of the Business Combination Proposal, the Domestication Proposal, and the Charter Amendment Proposal, New Grove will adopt a dual-class stock structure, comprising of New Grove Class A Common Stock, which will carry one (1) vote per share, and New Grove Class B Common Stock, which will carry ten (10) votes per share. Upon the Closing, all stockholders of Grove will hold only shares of New Grove Class B Common Stock. The New Grove Class B Common Stock will be entitled to the same dividends as and will rank equally to the New Grove Class A Common Stock upon any liquidation. The New Grove Class B Common Stock is also subject to conversion to New Grove Class A Common Stock upon the occurrence of certain events. Upon conversion, each share of New Grove Class B Common Stock will convert into one share of New Grove Class A Common Stock. See “
Description of New Grove Securities—Common Stock—New Grove Class
 B Common Stock—Mandatory Conversion.
 
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Q:
What percentage of voting power will current VGAC II shareholders and current equityholders of Grove hold in New Grove immediately after the consummation of the Business Combination?
 
A:
The following table illustrates the estimated voting power in New Grove immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:
 
    
Voting Power in New Grove(1)
 
    
No Redemption
   
Medium
Redemption(2)
   
Maximum
Redemption(3)
 
VGAC II Shareholders
     3.1     1.9     0.7
Sponsor(2)(3)
     0.5     0.5     0.5
Pipe Investors
     0.7     0.7     0.7
Grove Stockholders(4)(5)
     95.7     96.9     98.1
 
(1)
As of December 31, 2021.
(2)
Assumes that 15,730,300 of the Class A ordinary shares are redeemed for an aggregate payment of $157.3 million (which represents 50% of the number of the Class A ordinary shares that would be redeemed under the maximum redemption scenario).
(3)
Assumes that 31,460,600 of the Class A ordinary shares are redeemed for an aggregate payment of $314.6 million (which is the maximum number of redemptions that would still allow the Minimum Cash Condition to be satisfied).
(4)
Excludes equity awards issued at Closing upon rollover of vested and unvested Grove equity awards under the proposed New Grove Incentive Equity Plan.
(5)
Each share of New Grove Class B Common Stock will have ten (10) votes per share, while each share of New Grove Class A Common Stock will have one (1) vote per share.
The following table illustrates the estimated voting power in New Grove immediately following the consummation of the Business Combination on a fully-diluted basis including the Sponsor Earnout Shares, the Grove Earnout Shares and shares of New Grove Common Stock issuable pursuant to the public warrants, the private placement warrants, and Grove equity awards, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:
 
    
Voting Power in New Grove(1)
 
    
No Redemption
   
Medium
Redemption(2)
   
Maximum
Redemption(3)
 
VGAC II Shareholders
     2.3     1.4     0.5
Sponsor(2)(3)
     0.4     0.4     0.4
PIPE Investors
     0.5     0.5     0.5
Grove Stockholders
     70.5     71.1     71.8
Private Placement Warrants
     0.4     0.4     0.4
Public Warrants
     0.5     0.5     0.5
Sponsor Earnout Shares
     0.2     0.2     0.2
Grove common stock options(4)
     15.7     15.9     16.0
Grove restricted stock units(4)
     1.0     1.0     1.0
Grove common stock warrants(4)
     0.6     0.6     0.6
Grove common stock issued upon
early exercise of options(4)
     0.0     0.0     0.0
Grove Earnout Shares(4)
     7.9     8.0     8.1
 
(1)
As of December 31, 2021.
(2)
Assumes that 15,730,300 of the Class A ordinary shares are redeemed for an aggregate payment of $157.3 million (which represents 50% of the number of the Class A ordinary shares that would be redeemed under the maximum redemption scenario)
 
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(3)
Assumes that 31,460,600 of the Class A ordinary shares are redeemed for an aggregate payment of $314.6 million (which is the maximum number of redemptions that would still allow the Minimum Cash Condition to be satisfied).
(4)
Each share of New Grove Class B Common Stock will have ten (10) votes per share, while each share of New Grove Class A Common Stock will have one (1) vote per share.
 
Q:
Why is VGAC II proposing the Domestication?
 
A:
The VGAC II Board believes that there are significant advantages to VGAC II that will arise as a result of a change of its domicile to Delaware. Further, the VGAC II Board believes that any direct benefit that the Delaware General Corporation Law (the “
DGCL
”) provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The VGAC II Board believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of VGAC II and the VGAC II shareholders, including (i) the prominence, predictability, and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance, and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing reasons are discussed in greater detail in the section entitled “
Domestication Proposal—Reasons for the Domestication
.”
To effect the Domestication, VGAC II will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which VGAC II will be domesticated and continue as a Delaware public benefit corporation.
The approval of the Domestication Proposal is a condition to the Closing under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a
two-thirds
(2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Abstentions and broker nonvotes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.
 
Q:
What amendments will be made to the current constitutional documents of VGAC II?
 
A:
The Closing is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, VGAC II shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace the Existing Governing Documents, in each case, under Cayman Islands law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:
 
    
Existing Governing Documents
  
Proposed Governing Documents
Authorized Shares
(
Governing Documents Proposal A
)
   The share capital under the Existing Governing Documents is US$22,100 divided into 200,000,000 Class A ordinary shares of par value US$0.0001 per share, 20,000,000 Class B ordinary shares of par value US$0.0001 per share, and 1,000,000 preference shares of par value US$0.0001 per share.    The Proposed Governing Documents authorize 600,000,000 shares of New Grove Class A Common Stock, 200,000,000 shares of New Grove Class B Common Stock, and 100,000,000 shares of New Grove Preferred Stock.
  
See paragraph 5 of the Memorandum of Association.
  
See Article IV of the Proposed Certificate of Incorporation.
 
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Existing Governing Documents
  
Proposed Governing Documents
Corporate Name
(
Governing Documents Proposal B
)
   The Existing Governing Documents provide the name of the company is “Virgin Group Acquisition Corp. II”    The Proposed Governing Documents will provide that the name of the corporation will be “Grove Collaborative Holdings, Inc.”
  
See paragraph 1 of VGAC II’s Memorandum of Association.
  
See Article I of the Proposed Certificate of Incorporation.
Perpetual Existence
(
Governing Documents Proposal B
)
   The Existing Governing Documents provide that if VGAC II does not consummate a business combination (as defined in the Existing Governing Documents) by March 25, 2023 (twenty-four months after the closing of the initial public offering), VGAC II will cease all operations except for the purposes of winding up and will redeem the shares issued in the initial public offering and liquidate its trust account.    The Proposed Governing Documents do not include any provisions relating to New Grove’s ongoing existence; the default under the DGCL will make New Grove’s existence perpetual.
  
See Article 49 of VGAC II’s Articles of Association.
  
This is the default rule under the DGCL.
Exclusive Forum
(
Governing Documents Proposal B
)
   The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.    The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act.
Provisions Related to Status as Blank Check Company
(
Governing Documents Proposal B
)
   The Existing Governing Documents set forth various provisions related to VGAC II’s status as a blank check company prior to the consummation of a business combination.    The Proposed Governing Documents do not include such provisions related to VGAC II’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as VGAC II will cease to be a blank check company at such time.
  
See Article 49 of VGAC II’s Amended and Restated Articles of Association.
  
 
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Existing Governing Documents
  
Proposed Governing Documents
Voting Rights of Common Stock
(
Governing Documents Proposal C
)
   The Existing Governing Documents provide that the holders of each ordinary share of VGAC II is entitled to one vote for each share on each matter properly submitted to the VGAC II shareholders entitled to vote.    The Proposed Governing Documents provide that holders of shares of New Grove Class A Common Stock will be entitled to cast one (1) vote per share of New Grove Class A Common Stock, and holders of shares of New Grove Class B Common Stock will be entitled to cast ten (10) votes per share of New Grove Class B Common Stock on each matter properly submitted to the stockholders entitled to vote.
  
See Article 23 of VGAC II’s Articles of Association.
  
See Article IV of the Proposed Certificate of Incorporation.
 
Q:
How will the Domestication affect my ordinary shares, warrants, and units?
 
A:
In connection with the Domestication, at least one day prior to the Closing Date, (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share of VGAC II will convert automatically, on a
one-for-one
basis, into shares of New Grove Class A Common Stock, (ii) each issued and outstanding warrant to purchase Class A ordinary shares of VGAC II will convert automatically into a warrant to acquire New Grove Class A Common Stock in the same form and on the same terms and conditions as the converted VGAC II warrant, and (iii) each issued and outstanding unit of VGAC II that has not been previously separated into the underlying Class A ordinary share of VGAC II and underlying VGAC II warrant upon the request of the holder thereof prior to the Domestication will be canceled and will entitle the holder thereof to one share of New Grove Class A Common Stock and
one-fifth
of one warrant representing the right to purchase one share of New Grove Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the VGAC II Warrant Agreement. See “
Domestication Proposal.
In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, based on an implied equity value of $1.4 billion: (a) each share of Grove Common Stock and Grove Preferred Stock (on an
as-converted
to common stock basis) (other than dissenting shares) will be canceled and converted into the right to receive (i) a number of shares of New Grove Class B Common Stock, as determined pursuant to an exchange ratio set forth in the Merger Agreement and (ii) a number of shares of Grove Earnout Shares, as more fully described in the accompanying proxy statement/consent solicitation statement/prospectus; (b) each outstanding option to purchase Grove Common Stock (whether vested or unvested) will be assumed by New Grove and converted into (i) comparable options that are exercisable for shares of New Grove Class B Common Stock, with a value determined in accordance with the Exchange Ratio (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Code, in a manner compliant with Section 424(a) of the Code) and (ii) the right to receive a number of Grove Earnout Shares; (c) each award of Grove RSUs will be assumed by New Grove and converted into (i) a comparable award of restricted stock units to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares; and (d) each warrant to acquire shares of Grove Common Stock or Grove Preferred Stock will be assumed by New Grove and converted into (i) a comparable warrant to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares. The implied equity value of $1.4 billion includes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of
 
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options (whether vested or unvested) to purchase Grove Common Stock but excludes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of the Company Unvested 2021 Options.
 
Q:
What effect will New Grove being a public benefit corporation under Delaware law have on New Grove’s public stockholders?
 
A:
The Proposed Certificate of Incorporation of New Grove will establish New Grove as a public benefit corporation with the specific public benefit of the development, promotion and distribution of consumer products as a positive force for human and environmental health globally. Examples of New Grove’s specific public benefit include Grove’s use of carbon offsets to ensure its shipments to customers are carbon neutral, its goal that its products be plastic-free by 2025, and its commitment to only sell products free from the harmful chemicals identified in Grove’s “anti-ingredient” list. These examples are non-exclusive, and the specific public benefit is intentionally broad to give New Grove flexibility in executing on its purpose.
Unlike traditional corporations, which have a fiduciary duty to focus exclusively on maximizing stockholder value, as a Delaware public benefit corporation, New Grove’s directors will have a fiduciary duty to consider not only the stockholders’ interests, but also the company’s public benefit and the interests of other stakeholders affected by New Grove’s actions. Therefore, New Grove may take actions that its directors believe will be in the best interests of those stakeholders materially affected by its specific benefit purpose, even if those actions do not maximize New Grove’s financial results. While New Grove intends for this public benefit designation and obligation to provide an overall net benefit to New Grove and its stakeholders, it could instead cause New Grove to make decisions and take actions without seeking to maximize the income generated from its business, and hence available for distribution to its stockholders.
In addition, Delaware law provides that New Grove’s stockholders will be entitled to file a derivative lawsuit claiming the directors failed to balance stockholder and public benefit interests. This potential liability does not exist for traditional corporations. In addition, as a public benefit corporation, New Grove may make contractual or other commitments, or take actions, in furtherance of its public benefit that make it less attractive as a takeover target and, therefore, New Grove stockholders’ ability to realize a gain on their investment through an acquisition less likely.
 
Q:
What are the U.S. federal income tax consequences of the Domestication Proposal?
 
A:
The Domestication should constitute a
tax-free
reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “
Code
”). Assuming that the Domestication so qualifies, the following summarizes the consequences to U.S. Holders (as defined in “
U.S. Federal Income Tax Considerations
” below) of the Domestication:
 
   
Subject to the discussion below concerning PFICs, a U.S. Holder of Class A ordinary shares whose ordinary shares have a fair market value of less than $50,000 on the date of the Domestication and who does not own actually and/or constructively 10% or more of the total combined voting power of all classes of VGAC II shares entitled to vote or 10% or more of the total value of all classes of VGAC II shares (that is, who is not a “
10% shareholder
”) will not recognize any gain or loss and will not be required to include any part of VGAC II’s earnings in income.
 
   
Subject to the discussion below concerning PFICs, a U.S. Holder of Class A ordinary shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% shareholder will generally recognize gain (but not loss) on the deemed receipt of New Grove Class A Common Stock in the Domestication. As an alternative to recognizing gain as a result of the Domestication, such U.S. Holder may file an election to include in income, as a dividend, the “
all earnings and profits amount
” (as defined in the regulations promulgated under the Code (the “
Treasury Regulations
”) under Section 367 of the Code) attributable to its Class A ordinary shares provided certain other requirements are satisfied.
 
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Subject to the discussion below concerning PFICs, a U.S. Holder of Class A ordinary shares who on the date of the Domestication is a 10% shareholder will generally be required to include in income, as a dividend, the “
all earnings and profits amount
” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Class A ordinary shares provided certain other requirements are satisfied.
 
   
As discussed further under “
U.S. Federal Income Tax Considerations
” below, VGAC II believes that it is (and has been) treated as a PFIC for U.S. federal income tax purposes. In the event that VGAC II is (or in some cases has been) treated as a PFIC, notwithstanding the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the Domestication unless the U.S. Holder makes (or has made) certain elections discussed further under “
U.S. Federal Income Tax Considerations—The Domestication.
” The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed regulations will be finalized and whether, in what form, and with what effective date, other final Treasury Regulations under Section 1291(f) of the Code will be adopted. Further, it is not clear how any such regulations would apply to the warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “
U.S. Federal Income Tax
Considerations.
” Each U.S. Holder of Class A ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules to the exchange of Class A ordinary shares for New Grove Class A Common Stock and public warrants for New Grove warrants pursuant to the Domestication.
Additionally, the Domestication may cause
Non-U.S.
Holders (as defined in “U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such
Non-U.S.
Holder’s New Grove Class A Common Stock subsequent to the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “U.S. Federal Income Tax Considerations.”
 
Q:
Do I have redemption rights?
 
A:
If you are a holder of public shares, you have the right to request that VGAC II redeems all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/consent solicitation statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “
How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.
The Sponsor has agreed to waive its redemption rights with respect to all of its ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per share redemption price.
 
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Q:
How do I exercise my redemption rights?
 
A:
If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:
 
  (i)
(a) hold public shares, or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
 
  (ii)
submit a written request to Continental, VGAC II’s transfer agent, in which you (a) request that VGAC II redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number, and address; and
 
  (iii)
deliver your share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through The Depository Trust Company (“
DTC”
).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 P.M., Eastern Time, on [
], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
The address of Continental is listed under the question “
Who can help answer my questions?
” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the Closing including interest earned on the funds held in the trust account and not previously released to VGAC II (net of taxes payable). For illustrative purposes, as of [●], 2022, this would have amounted to approximately $[●] per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of VGAC II’s creditors, if any, which could have priority over the claims of VGAC II shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether any particular VGAC II shareholder votes, and if any particular VGAC II shareholder does vote irrespective of how such VGAC II shareholder votes, on any proposal, including the Business Combination Proposal, will have no impact on the amount such VGAC II shareholder will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of public ordinary shares, may not be withdrawn once submitted to VGAC II unless the VGAC II Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, VGAC II’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Continental return the share certificates (if any) and the shares (physically or electronically) to you. You may make such request by contacting Continental at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the extraordinary general meeting.
 
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If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, VGAC II will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of New Grove Class A Common Stock that will be redeemed immediately after consummation of the Business Combination.
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
 
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
 
A:
No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and delivered to Continental by 5:00 PM, Eastern Time, on [●], 2022 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.
 
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
 
A:
A U.S. Holder (as defined in “
U.S. Federal Income Tax Considerations
” below) of Class A ordinary shares (if the Domestication does not occur) or New Grove Class A Common Stock (if the Domestication occurs) as the case may be, that exercises its redemption rights to receive cash from the trust account in exchange for such ordinary shares or common stock may (subject to the application of the PFIC rules) be treated as selling such ordinary shares or common stock, resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares or common stock, as the case may be, that a U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the sections entitled “U.S. Federal Income Tax Considerations – Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Warrants if the Domestication Does Not Occur – U.S. Holders – Redemption of Class A Ordinary Shares” and “U.S. Federal Income Tax Considerations – The Domestication – Tax Consequences of a Redemption of New Grove Class A Common Stock.”
Additionally, because the Domestication will occur (if it is approved) prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the PFIC rules as a result of the Domestication. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
If the Domestication occurs, a
Non-U.S.
Holder (as defined in “U.S. Federal Income Tax Considerations” below) of New Grove Class A Common Stock that exercises its redemption rights to receive cash from the trust account in exchange for such common stock, like a U.S. Holder, will also generally be treated as selling such common stock. Gain recognized by a
Non-U.S.
Holder in connection with a redemption generally will not be subject to U.S. federal income tax unless certain exceptions apply. However, as with U.S. Holders, a redemption by a
Non-U.S.
Holder may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of common stock that a
Non-U.S.
Holder owns or is deemed to own
 
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(including through the ownership of warrants). Any portion of such distribution that constitutes a dividend for U.S. federal income tax purposes will generally be subject to withholding tax at a rate of 30% of the gross amount of the dividend (unless such
Non-U.S.
Holder establishes that it is eligible for a reduced rate of withholding tax under an applicable income tax treaty or certain other exceptions apply).
Because the determination as to whether a redemption is treated as a sale or a distribution is dependent on matters of fact, withholding agents may presume, for withholding purposes, that all amounts paid to
Non-U.S.
Holders in connection with a redemption are treated as distributions in respect of such
Non-U.S.
Holder’s shares of New Grove Class A Common Stock. Accordingly, a
Non-U.S.
Holder should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to a
Non-U.S.
Holder pursuant to a redemption at a rate of 30% unless such
Non-U.S.
Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form
W-8BEN
or
W-8BEN-E,
or other applicable IRS Form
W-8).
For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a
Non-U.S.
Holder, see the section entitled “U.S. Federal Income Tax Considerations—The Domestication—Tax Consequences of a Redemption of New Grove Class A Common Stock.”
 
Q:
What happens to the funds deposited in the trust account after consummation of the Business Combination?
 
A:
Following the closing of the initial public offering, an amount equal to $402,500,000 ($10.00 per unit) of the net proceeds from the initial public offering and the sale of the private placement warrants was placed in the trust account. As of December 31, 2021, funds in the trust account totaled approximately $402,530,526 and were held in money market funds. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the Closing) or (ii) the redemption of all of the public shares if VGAC II is unable to complete a business combination by March 25, 2023 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.
If VGAC II’s initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with VGAC II’s initial business combination or used for redemptions or purchases of the public shares, New Grove may apply the balance of the cash released to it from the trust account for general corporate purposes, including for maintenance or expansion of operations of New Grove, the payment of principal or interest due on indebtedness incurred in the Business Combination, to fund the purchase of other companies, or for working capital. See “
Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination
.”
 
Q:
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
 
A:
VGAC II’s public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
The Merger Agreement provides that the obligations of Grove to consummate the Business Combination are conditioned on, among other things, that as of immediately prior to the Closing, the Available Cash equal no less than $175,000,000. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated.
 
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In no event will VGAC II redeem public shares in an amount that would cause VGAC II’s net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.
Additionally, as a result of redemptions, the trading market for the New Grove Class A Common Stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and VGAC II may not be able to meet the listing standards for NYSE or another national securities exchange.
 
Q:
What conditions must be satisfied to complete the Business Combination?
 
A:
The consummation of the Business Combination is conditioned upon, among other things: (i) the approval by VGAC II shareholders of the Condition Precedent Proposals; (ii) the expiration or termination of the applicable waiting period under the HSR Act relating to the Merger Agreement; (iii) VGAC II having at least $5,000,001 of net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing; (iv) the Minimum Available Cash Condition; (v) the approval by NYSE of VGAC II’s initial listing application in connection with the Business Combination; and (vi) the consummation of the Domestication. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated.
For more information about conditions to the consummation of the Business Combination, see “
Business Combination Proposal—Conditions to Closing of the Business Combination
.”
 
Q:
When do you expect the Business Combination to be completed?
 
A:
It is currently expected that the Business Combination will be consummated in late first quarter or early second quarter 2022. This date depends on, among other things, the approval of the proposals to be voted on by VGAC II shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by VGAC II shareholders at the extraordinary general meeting and VGAC II elects to adjourn the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to VGAC II shareholders, (ii) in order to solicit additional proxies from VGAC II shareholders in favor of one or more of the proposals at the extraordinary general meeting, (iii) if, as of the time for which the extraordinary general meeting is scheduled, there are insufficient VGAC II ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the extraordinary general meeting, or (iv) if VGAC II shareholders redeem an amount of public shares such that the Minimum Available Cash Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “
Business Combination Proposal—Conditions to Closing of the Business Combination
.”
 
Q:
What happens if the Business Combination is not consummated?
 
A:
VGAC II will not complete the Domestication unless all other conditions to the Closing have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If VGAC II is not able to consummate the Business Combination with Grove nor able to complete another business combination by March 25, 2023, in each case, as such date may be extended pursuant to the Existing Governing Documents, VGAC II will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will
 
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  completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of VGAC II’s remaining shareholders and the VGAC II Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to VGAC II’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
 
Q:
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
 
A:
Neither VGAC II shareholders nor VGAC II warrantholders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
 
Q:
What do I need to do now?
 
A:
VGAC II urges you to read this proxy statement/consent solicitation statement/prospectus, including the Annexes hereto and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a VGAC II shareholder and/or a VGAC II warrantholder. VGAC II shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card.
 
Q:
What do I need in order to vote and ask questions at the extraordinary general meeting via the Internet?
 
A:
To attend the extraordinary general meeting via the Internet, you must register at [●]. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting. As part of the registration process, you must enter the control number located on your proxy card or voting instruction form. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. On the day of the extraordinary general meeting, you may begin to log in to the extraordinary general meeting fifteen (15) minutes prior to the extraordinary general meeting. We will have technicians ready to assist you with any technical difficulties you may have accessing the extraordinary general meeting. If you encounter any difficulties accessing the extraordinary general meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.
 
Q:
How do I vote my shares at the extraordinary general meeting?
 
A:
Shares Held of Record
If you hold shares directly in your name as a stockholder of record, you may submit your proxy to vote such shares via the Internet, by telephone or by mail.
To submit your proxy via Internet or by telephone, follow the instructions provided on your enclosed proxy card. If you vote via the Internet or by telephone, you must do so by no later than 11:59 PM, Eastern Time, on [●], 2022.
As an alternative to submitting your proxy via the Internet or by telephone, you may submit your proxy by mail. To submit your proxy by mail, you will need to complete, sign and date your proxy card and return it in the enclosed, postage-paid envelope. If you vote by mail, your proxy card must be received by no later than [●], 2022.
If you have registered in advance to attend the extraordinary general meeting at the VGAC II meeting website, you may also vote at the extraordinary general meeting via the VGAC II meeting website.
 
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You can also attend the extraordinary general meeting and vote in person. You will receive a ballot when you arrive.
Shares Held in Street Name
If you hold your shares in “street name”, which means your shares are held of record by a broker, bank, or nominee, you will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions and have your shares voted at the extraordinary general meeting.
If you want to vote in person virtually at the extraordinary general meeting, you must register in advance at the VGAC II meeting website. You can also attend the extraordinary general meeting and vote in person. You will receive a ballot when you arrive. However, you may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the extraordinary general meeting. Further instructions will be provided to you as part of your registration process.
Please carefully consider the information contained in this proxy statement/consent solicitation statement/prospectus and, whether or not you plan to attend the extraordinary general meeting, submit your proxy via the Internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you decide not to attend the extraordinary general meeting.
 
Q:
If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?
 
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/consent solicitation statement/prospectus may have been forwarded to you by your brokerage firm, bank, or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker
non-vote.”
Abstentions and broker
non-votes,
while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank, or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank, or other nominee.
 
Q:
When and where will the extraordinary general meeting be held?
 
A:
The extraordinary general meeting will be held at the offices of Davis Polk & Wardwell LLP located at 450 Lexington Avenue, New York, New York 10017 and virtually via the Internet at [●], Eastern Time, on [●], 2022, unless the extraordinary general meeting is adjourned.
 
Q:
How will the
COVID-19
pandemic impact
in-person
voting at the General Meeting?
 
A:
VGAC II intends to hold the extraordinary general meeting both in person and virtually via the Internet. Because VGAC II is sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving nature of
COVID-19
situation, VGAC II encourages VGAC II shareholders to attend the extraordinary general meeting virtually via the Internet. Additionally, VGAC II may impose additional procedures or limitations on VGAC II shareholders who wish to attend the extraordinary general meeting in person. VGAC II plans to announce any such updates in a press release filed with the SEC and on its proxy website, [●], and VGAC II encourages VGAC II shareholders to check this website prior to the meeting if they plan to attend.
 
Q:
What impact will the
COVID-19
pandemic have on the Business Combination?
 
A:
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of
COVID-19
on the businesses of VGAC II and Grove, and there is no guarantee that efforts by VGAC II and
 
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  Grove to address the adverse impacts of
COVID-19
will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of
COVID-19
and actions taken to contain
COVID-19
or its impact, among others. If VGAC II or Grove are unable to recover from a business disruption on a timely basis, the Business Combination and/or New Grove’s business, financial condition, and results of operations following the completion of the Business Combination, would be adversely affected. The Business Combination may also be delayed and adversely affected by
COVID-19
and become more costly. Each of VGAC II and Grove may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect their respective financial condition and results of operations.
 
Q:
Who is entitled to vote at the extraordinary general meeting?
 
A:
VGAC II has fixed [●], 2022 as the record date for the extraordinary general meeting. If you were a shareholder of VGAC II at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a VGAC II shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.
 
Q:
How many votes do I have?
 
A:
VGAC II shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 50,312,500 ordinary shares issued and outstanding, of which 40,250,000 were issued and outstanding public shares.
 
Q:
What constitutes a quorum?
 
A:
A quorum of VGAC II shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one (1) or more VGAC II shareholders who together hold not less than a majority of the issued and outstanding ordinary shares as of the record date entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, [●] ordinary shares would be required to achieve a quorum.
 
Q:
What vote is required to approve each proposal at the extraordinary general meeting?
 
A:
The following votes are required for each proposal at the extraordinary general meeting:
 
  (i)
Business Combination Proposal
: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (ii)
Domestication Proposal
: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than
two-thirds
of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (iii)
Charter Amendment Proposal
: The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than
two-thirds
of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (iv)
Governing Documents Proposals
:
The approval of the Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
 
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  majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Because the votes on the Governing Documents Proposals are advisory only, they will not be binding on the VGAC II Board or New Grove.
 
  (v)
NYSE Proposal
: The approval of the NYSE Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (vi)
Incentive Equity Plan Proposal
: The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (vii)
ESPP Proposal
: The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands Law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (viii)
Director Election Proposal
: Pursuant to the Existing Governing Documents, until the Closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of Class B ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (ix)
Adjournment Proposal
: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
Q:
What are the recommendations of the VGAC II Board?
 
A:
The VGAC II Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of VGAC II and VGAC II shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Governing Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Director Election Proposal, and “FOR” the Adjournment Proposal, in each case, if presented at the extraordinary general meeting.
The existence of financial and personal interests of one or more of VGAC II’s directors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is in the best interests of VGAC II and VGAC II shareholders and what he or she or they may believe is best for himself or herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, VGAC II’s officers have interests in the Business Combination that may conflict with your interests as a VGAC II shareholder. See the section entitled “
Business Combination Proposal—Interests of VGAC II’s Directors and Executive Officers in the Business Combination
” for a further discussion of these considerations.
 
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Q:
How does the Sponsor intend to vote its shares?
 
A:
The Sponsor has agreed to vote all its shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor owns approximately 20.0% of the issued and outstanding ordinary shares.
 
Q:
What happens if I sell my VGAC II ordinary shares before the extraordinary general meeting?
 
A:
The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting.
 
Q:
May I change my vote after I have mailed my signed proxy card?
 
A:
Yes. Shareholders may send a later-dated, signed proxy card to VGAC II’s Chief Financial Officer at VGAC II’s address set forth below so that it is received by VGAC II’s Chief Financial Officer prior to the vote at the extraordinary general meeting (which is scheduled to take place on [●], 2022) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to VGAC II’s Chief Financial Officer, which must be received by VGAC II’s Chief Financial Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank, or another nominee, you must contact your broker, bank, or other nominee to change your vote.
 
Q:
What happens if I fail to take any action with respect to the extraordinary general meeting?
 
A:
If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by VGAC II shareholders and the Business Combination is consummated, you will become a stockholder and/or warrantholder of New Grove. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrantholder of VGAC II. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.
 
Q:
What should I do if I receive more than one set of voting materials?
 
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
 
Q:
Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?
 
A:
VGAC II will pay the cost of soliciting proxies for the extraordinary general meeting. VGAC II has engaged [●] (“[●]”) to assist in the solicitation of proxies for the extraordinary general meeting. VGAC II has agreed to pay [●] a fee of $[●], plus disbursements, and will reimburse [●] for its reasonable
out-of-pocket
expenses and indemnify [●] and its affiliates against certain claims, liabilities, losses, damages, and expenses. VGAC II will also reimburse banks, brokers and other custodians, nominees, and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. VGAC II’s directors and officers may also solicit proxies by telephone, by text message, by facsimile, by mail, on the Internet, or in person. They will not be paid any additional amounts for soliciting proxies.
 
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Q:
Where can I find the voting results of the extraordinary general meeting?
 
A:
The preliminary voting results will be announced at the extraordinary general meeting. VGAC II will publish final voting results of the extraordinary general meeting in a Current Report on Form
8-K
within four business days after the extraordinary general meeting.
 
Q:
Who can help answer my questions?
 
A:
If you have questions about the Business Combination or if you need additional copies of the proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact:
[●]
[●]
[●]
Individuals call toll-free: [●]
Banks and brokers call collect: [●]
E-mail:
[●]
You also may obtain additional information about VGAC II from documents filed with the SEC by following the instructions in the section entitled
“Where You Can Find More Information; Incorporation by Reference.”
If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your share certificates (if any) and other redemption forms (as applicable) (either physically or electronically) to Continental, VGAC II’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 P.M., Eastern Time, on [●], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail:
mzimkind@continentalstock.com
QUESTIONS AND ANSWERS ABOUT GROVE’S CONSENT SOLICITATION
 
Q:
Who is entitled to give a written consent for Grove?
 
A:
The holders representing a majority of the outstanding Grove Common Stock and Grove Preferred Stock (on an
as-converted
basis) will be entitled to give consent using the form of written consent furnished with this proxy statement/consent solicitation statement/prospectus.
 
Q:
What approval is required by the Grove Stockholders to adopt the Merger Agreement?
 
A:
The Merger cannot be completed unless stockholders of Grove adopt the Merger Agreement and thereby approve the Business Combination and the other transactions contemplated by the Merger Agreement. Adoption of the Merger Agreement requires the approval of the written consent of the holders of Grove Common Stock and Grove Preferred Stock representing the requisite vote required under the certificate of incorporation of Grove. As of the close of business on [●], 2022, there were approximately [●] shares of Grove Common Stock (including the shares of Grove Preferred Stock on an
as-converted
basis) outstanding and entitled to vote.
 
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Concurrent with the execution of the Merger Agreement, the Grove Support Stockholders entered into the Grove Stockholder Support Agreement with VGAC II. In the Grove Stockholder Support Agreement, the Grove Support Stockholders agreed to vote all of their Grove equity interests in favor of the Merger Agreement and the transactions contemplated thereby and to take certain other actions in support of the Business Combination. The Grove Stockholder Support Agreement also prevents the Grove Support Stockholders from transferring their voting rights with respect to their Grove equity interests or otherwise transferring their Grove equity interests prior to the Effective Time. In addition, the Grove Support Stockholders have each agreed, with certain exceptions, to a lock-up for the Lock-up Period with respect to any shares of New Grove Common Stock that they receive as merger consideration under the Merger Agreement. For a more detailed description of the support agreement, see the section titled “
Other Agreements—Support Agreement
” of this proxy statement/consent solicitation statement/prospectus.
 
Q:
Do any of Grove’s directors or officers have interests in the Merger that may differ from or be in addition to the interests of Grove stockholders?
 
A:
Grove’s executive officers and certain
non-employee
directors may have interests in the Merger that may be different from, or in addition to, the interests of Grove stockholders generally, including (i) the fact that a director of Grove will become a director of New Grove after the closing of the Merger and, as such, in the future such director will receive any cash fees, stock options or stock awards that the New Grove Board determines to pay to its
non-executive
directors; (ii) the fact that Grove has entered into employment agreements with certain of its named executive officers (please see “
Grove—Executive Compensation
”); (iii) the fact that each holder of New Grove Class B Common Stock will be entitled to ten (10) votes per share on all matters voted upon by New Grove’s stockholders; and (iv) the continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance. The Grove Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement be approved by the Grove stockholders.
 
Q:
I am an employee of Grove who holds equity awards of Grove. How will my equity awards be treated in the Merger?
 
A:
As of the effective time of the Merger, each outstanding option to purchase Grove Common Stock (whether vested or unvested) will be assumed by New Grove and converted into (i) comparable options that are exercisable for shares of New Grove Class B Common Stock, with a value determined in accordance with the Exchange Ratio (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Code, in a manner compliant with Section 424(a) of the Code) and (ii) the right to receive a number of Grove Earnout Shares.
 
Q:
How can I return my written consent?
 
A:
If you hold shares of Grove Common Stock and you wish to submit your consent, you must fill out the enclosed written consent, date, and sign it, and promptly return it to Grove. Once you have completed, dated and signed your written consent, deliver it to Grove by emailing a .pdf copy of your written consent to writtenconsent@grove.co or by mailing your written consent to Grove at 1301 Sansome Street, San Francisco, CA 94111, Attention: Nathan Francis. Grove does not intend to hold a stockholders’ meeting to consider the Business Combination Proposal, and, unless Grove decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person or virtually by attending a stockholders’ meeting.
 
Q:
What is the deadline for returning my written consent?
 
A:
The Grove Board has set [●] Eastern Time, on [●], 2022 as the targeted final date for the receipt of written consents. Grove reserves the right to extend the final date for the receipt of written consents beyond [●],
 
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  2022. Any such extension may be made without notice to Grove stockholders. Once a sufficient number of consents to adopt the Merger Agreement have been received, the consent solicitation will conclude.
 
Q:
What options do I have with respect to the proposed Merger?
 
A:
With respect to the shares of Grove Common Stock and Grove Preferred Stock that you hold, you may execute a written consent to approve the Business Combination Proposal. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the Business Combination Proposal. You may also dissent and demand appraisal of your shares. See
“—Can I Dissent and Require Appraisal of My Shares?
 
Q:
Can I dissent and require appraisal of my shares?
 
A:
If you are a Grove stockholder who does not approve the Merger by delivering a written consent adopting the Merger Agreement, you will, by complying with Section 262 of the DGCL, be entitled to appraisal rights. Section 262 of the DGCL is attached to this proxy statement/consent solicitation statement/prospectus as Annex K. Failure to follow any of the statutory procedures set forth in Annex K may result in the loss or waiver of appraisal rights under Delaware law. Delaware law requires that, among other things, you send a written demand for appraisal to Grove after receiving a notice that appraisal rights are available to you, which notice will be sent to
non-consenting
Grove stockholders in the future. This proxy statement/consent solicitation statement/prospectus is not intended to constitute such a notice. Do not send in your demand before the date of such notice because any demand for appraisal made prior to your receipt of such notice may not be effective to perfect your rights. See the section titled “
Appraisal Rights
” beginning in this proxy statement/consent solicitation statement/prospectus.
 
Q:
Should Grove stockholders send in their stock certificates now?
 
A:
No. Grove stockholders SHOULD NOT send in any stock certificates now. If the Merger Agreement is adopted and the Merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to Grove stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.
 
Q:
Whom should I contact if I have any questions about the consent solicitation?
 
A:
If you have any questions about the merger or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or a replacement written consent or letter of transmittal, you should contact Delida Costin at legal@grove.co.
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/consent solicitation statement/prospectus, including the Annexes hereto and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/consent solicitation statement/prospectus in the section entitled “Business Combination Proposal—The Merger Agreement.”
The Parties to the Business Combination
VGAC II
VGAC II is a blank check company incorporated on January 13, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. VGAC II has neither engaged in any operations nor generated any revenue to date. Based on VGAC II’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
On March 25, 2021, VGAC II consummated an initial public offering of 35,000,000 units at an offering price of $10.00 per unit, and a private placement with Sponsor of 6,000,000 private placement warrants at an offering price of $1.50 per private placement warrant. Each unit sold in the initial public offering and private placement consists of one Class A ordinary share and
one-fifth
of one redeemable warrant.
On April 9, 2021, the underwriters of the initial public offering notified VGAC II of their intent to fully exercise their over-allotment option. As such, on April 13, 2021, VGAC II sold an additional 5,250,000 units, at a price of $10.00 per unit, and the sale of an additional 700,000 private placement warrants to the Sponsor, at $1.50 per private placement warrant. A total of $51,450,000 of the net proceeds was deposited into the trust account, bringing the aggregate proceeds held in the trust account to $402,500,000.
Following the closing of the initial public offering, an amount equal to $402,500,000 of the net proceeds from the initial public offering and the sale of the private placement warrants was placed in the trust account. The trust account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. As of December 31, 2021, funds in the trust account totaled approximately $402,530,526 and were held in money market funds. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of VGAC II’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Existing Governing Documents to modify the substance and timing of VGAC II’s obligation to redeem 100% of the public shares if VGAC II does not complete a business combination by March 25, 2023, or (iii) the redemption of all of the public shares if VGAC II is unable to complete a business combination by March 25, 2023 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.
VGAC II’s units, public shares, and public warrants are currently listed on NYSE under the symbols “VGII.U,” “VGII,” and “VGII.WS,” respectively.
 
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VGAC II’s principal executive office is located at 65 Bleecker Street, 6th Floor, New York, New York 10012, and its telephone number is (212)
497-9050.
VGAC II’s corporate website address is https://www.vgacquisition.com/. VGAC II’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/consent solicitation statement/prospectus. The website address is included as an inactive textual reference only.
Grove
Grove, which was incorporated in Delaware and converted to a Delaware public benefit corporation in March 2021, is a digital-first, sustainability-oriented consumer products innovator specializing in the development and sale of household, personal care, beauty and other consumer products with an environmental focus. In the United States, Grove sells its products through two channels: a direct-to-consumer platform at www.grove.co and its mobile applications, where it sells products from Grove-owned brands and third parties, and the retail channel into which it sells products from Grove-owned brands at wholesale. The company develops and sells natural products that are free from the harmful chemicals identified in its “anti-ingredient” list and it designs form factors and product packaging that reduces plastic waste and improves the environmental impact of the categories in which it operates. Grove also purchases environmental offsets that have made it the first plastic neutral retailer in the world, and it plans to become 100% plastic-free by 2025.
Grove’s principal executive office is located at 1301 Sansome Street, San Francisco, CA 94111, and its telephone number is (800) 231-8527. Grove’s corporate website address is https://www.grove.co. The information on, or that can be accessed through, Grove’s website is not part of this proxy statement/consent solicitation statement/prospectus. The website address is included as an inactive textual reference only.
VGAC II Merger Sub
VGAC II Merger Sub is a Delaware corporation and wholly owned direct subsidiary of VGAC II formed for the purpose of effecting the Business Combination. VGAC II Merger Sub owns no material assets and does not operate any business.
VGAC II Merger Sub’s principal executive office is located at 65 Bleecker Street, 6th Floor, New York, New York 10012, and its telephone number is (212)
497-9050.
Proposals to be Put to the Shareholders of VGAC II at the Extraordinary General Meeting
The following is a summary of the proposals to be presented at the extraordinary general meeting and certain transactions contemplated by the Merger Agreement. Each of the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Governing Documents Proposals, NYSE Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal and the Director Election Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.
As discussed in this proxy statement/consent solicitation statement/prospectus, VGAC II is asking its shareholders to approve by ordinary resolution the Merger Agreement, pursuant to which, among other things, on the date of Closing, VGAC II Merger Sub will merge with and into Grove, with Grove as the surviving company in the Merger and, after giving effect to such Merger, Grove shall be a wholly owned direct subsidiary of New Grove. In accordance with the terms and subject to the conditions of the Merger Agreement, based on an implied equity value of $1.4 billion, at the Effective Time, (a) each share of Grove Common Stock and Grove Preferred
 
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Stock (on an
as-converted
to common stock basis) (other than dissenting shares) will be canceled and converted into the right to receive (i) a number of shares of New Grove Class B Common Stock, as determined pursuant to an exchange ratio set forth in the Merger Agreement and (ii) a number of shares of Grove Earnout Shares, as more fully described in the accompanying proxy statement/consent solicitation statement/prospectus; (b) each outstanding option to purchase Grove Common Stock (whether vested or unvested) will be assumed by New Grove and converted into (i) comparable options that are exercisable for shares of New Grove Class B Common Stock, with a value determined in accordance with the Exchange Ratio (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Code, in a manner compliant with Section 424(a) of the Code) and (ii) the right to receive a number of Grove Earnout Shares; (c) each award of Grove RSUs will be assumed by New Grove and converted into (i) a comparable award of restricted stock units to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares; and (d) each warrant to acquire shares of Grove Common Stock or Grove Preferred Stock will be assumed by New Grove and converted into (i) a comparable warrant to acquire shares of New Grove Class B Common Stock and (ii) the right to receive a number of Grove Earnout Shares. The implied equity value of $1.4 billion includes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of options (whether vested or unvested) to purchase Grove Common Stock but excludes the value of the options exercisable for shares of New Grove Class B Common Stock that are issued and outstanding in respect of Company Unvested 2021 Options.
In addition, in connection with the Domestication, New Grove will amend and restate the Existing Governing Documents to be the Proposed Governing Documents and adopt a dual-class structure, as described in the section of this proxy statement/consent solicitation statement/prospectus titled “
Description of New Grove Securities
.”
After consideration of the factors identified and discussed in the section entitled “
Business Combination Proposal—The VGAC II Board’s Reasons for the Business Combination
,” the VGAC II Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for the initial public offering, including that the businesses of Grove had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Merger Agreement. For more information about the transactions contemplated by the Merger Agreement, see “
Business Combination Proposal
.”
Conditions to Closing of the Business Combination
The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by VGAC II shareholders of the Condition Precedent Proposals; (ii) the expiration or termination of the applicable waiting period under the HSR Act relating to the Merger Agreement; (iii) VGAC II having at least $5,000,001 of net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing; (iv) the Minimum Available Cash Condition; (v) the approval by the NYSE of VGAC II’s initial listing application in connection with the Business Combination; and (vi) the consummation of the Domestication. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. For further details, see “
Business Combination Proposal— Conditions to Closing of the Business Combination
.”
Domestication Proposal
As discussed in this proxy statement/consent solicitation statement/prospectus, VGAC II will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the VGAC II Board has approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of VGAC II’s
 
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jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while VGAC II is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon Domestication, New Grove will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law, as well as the Existing Governing Documents and the Proposed Governing Documents. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than
two-thirds
of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Accordingly, VGAC II encourages shareholders to carefully consult the information set out below under “
Comparison of Corporate Governance and Shareholder Rights
.”
For further details, see “
Domestication Proposal” and “Governing Documents Proposals
.”
Charter Amendment and Governing Documents Proposals
VGAC II will ask its shareholders to approve by special resolution, the Charter Amendment Proposal and, in addition, the Governing Documents Proposals in connection with the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Governing Documents, under the DGCL.
The approval of the Charter Amendment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than
two-thirds
of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of the Governing Documents Proposals requires the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Because the votes on the Governing Documents Proposals are advisory only, they will not be binding on the VGAC II Board or New Grove.
The VGAC II Board has approved each of the Charter Amendment Proposal and the Governing Documents Proposals and believes such proposals are necessary to adequately address the needs of New Grove after the Business Combination. Approval of each of the Governing Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Governing Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Governing Documents.
 
   
Charter Amendment Proposal
—to approve by special resolution the adoption and approval of the proposed new certificate of incorporation and bylaws of New Grove copies of which are attached to this proxy statement/consent solicitation statement/prospectus as Annexes C and D, respectively.
 
   
Governing Documents Proposal A
—to authorize the change in the authorized share capital of VGAC II from (i) US$22,100 divided into 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 600,000,000 shares of New Grove Class A Common Stock, 200,000,000 shares of New Grove Class B Common Stock, and 100,000,000 shares of New Grove Preferred Stock.
 
   
Governing Documents Proposal B
—to amend and restate the Existing Governing Documents and authorize all other immaterial changes necessary or, as mutually agreed in good faith by VGAC II and Grove, desirable in connection with the replacement of the Existing Governing Documents with the Proposed Governing Documents as part of the Domestication, including (i) changing the post-Business Combination corporate name from “Virgin Group Acquisition Corp. II” to “Grove Collaborative Holdings, Inc.” (which is expected to occur after the consummation of the Domestication), (ii) making
 
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New Grove’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act and (iv) removing certain provisions related to VGAC II’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the VGAC II Board believes is necessary to adequately address the needs of New Grove after the Business Combination.
 
   
Governing Documents Proposal C
—to authorize the issuance of shares of New Grove Class B Common Stock, which will allow holders of New Grove Class B Common Stock to cast ten votes per share of New Grove Class B Common Stock.
The Proposed Governing Documents differ in certain material respects from the Existing Governing Documents, and VGAC II encourages VGAC II shareholders to carefully consult the information set out in the section entitled “
Governing Documents Proposals
” and the full text of the Proposed Governing Documents of New Grove, copies of which are attached to this proxy statement/consent solicitation statement/prospectus as Annexes B and C.
NYSE Proposal
VGAC II shareholders are being asked to approve, by ordinary resolution, the NYSE Proposal. VGAC II units, public shares, and public warrants are listed on NYSE and, as such, VGAC II is seeking shareholder approval for issuance of shares of New Grove Class A Common Stock and shares of New Grove Class B Common Stock in connection with the Business Combination and the PIPE Financing pursuant to NYSE Listing Rule 312.03.
For additional information, see “
NYSE Proposal
.”
Incentive Equity Plan Proposal
VGAC II shareholders are being asked to approve, by ordinary resolution, the Incentive Equity Plan Proposal. A total number of New Grove Class A Common Stock equal to 15% of the number of shares of New Grove Class A Common Stock and New Grove Class B Common Stock outstanding as of immediately following the Closing of the Business Combination, on an
as-converted
basis, will be reserved for issuance under the Incentive Equity Plan. The Incentive Equity Plan provides that the number of shares reserved and available for issuance under the Incentive Equity Plan will automatically increase each January 1, beginning on January 1, 2023, and continuing until (and including) the fiscal year ending December 31, 2032, by 5% of the outstanding number of shares of New Grove Class A Common Stock and New Grove Class B Common Stock on the immediately preceding December 31, or such lesser amount as determined by the New Grove Board. For additional information, see “
Incentive Equity Plan Proposal
.” The full text of the Incentive Equity Plan is attached hereto as Annex I.
ESPP Proposal
VGAC II shareholders are being asked to approve, by ordinary resolution, the ESPP Proposal. The number of shares of New Grove Class A Common Stock reserved for issuance under the ESPP will initially be limited to [●] shares of New Grove Class A Common Stock. The ESPP provides that the number of shares reserved and available for issuance thereunder will automatically increase on January 1, 2023 and each January 1 thereafter, continuing until (and including) the fiscal year ending December 31, 2032, by an amount equal to 1% of the aggregate number of shares of New Grove Class A Common Stock and New Grove Class B Common Stock outstanding on the immediately preceding December 31; provided, however, in no event will any annual increase exceed [●] shares or such lesser number of shares determined by the New Grove Board in its discretion. For additional information, see “ESPP Proposal.” The full text of the ESPP is attached hereto as Annex J.
 
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Director Election Proposal
VGAC II shareholders are being asked to approve, by ordinary resolution, the Director Election Proposal, which would elect Stuart Landesberg, Christopher Clark, Catherine Beaudoin, David Glazer, John Replogle, [●], [●], [●] and [●], to serve as directors of the New Grove Board until their respective successors are duly elected and qualified, or until their earlier death, disqualification, resignation, or removal. The New Grove Board will consist of three classes, with only one class of directors being elected in each year. Each class of directors will generally serve for a three-year term. For additional information, see “
Director Election Proposal
.”
Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize VGAC II to consummate the Business Combination, the VGAC II Board may submit a proposal to adjourn the extraordinary general meeting to a later date or dates. For additional information, see “
Adjournment Proposal
.”
The VGAC II Board’s Reasons for the Business Combination
VGAC II was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Although VGAC II may pursue an acquisition opportunity in any business, industry, sector, or geographical location for purposes of consummating an initial business combination, VGAC II has focused on companies in the travel & leisure, financial services, health & wellness, technology & internet-enabled, music & entertainment, media & mobile, and renewable energy/resource efficiency sectors.
Before reaching its decision to approve the Merger Agreement and the Business Combination, the VGAC II Board considered the advice of its legal and financial advisors and the following positive factors:
 
   
Grove’s sustainability-first mindset and ability to innovate quickly;
 
   
scale of the addressable market for home and personal care in the U.S.;
 
   
the proven ability to drive growth of Grove;
 
   
Grove’s strong and increasing margins;
 
   
Grove’s strong and loyal
direct-to-consumer
(“
DTC
”) customer base;
 
   
the financial condition of Grove;
 
   
the proven track record of Grove’s management team, which will remain in place following the Business Combination;
 
   
the continued ownership of Grove equity holders and the significant investments from PIPE Investors in the PIPE Financing;
 
   
the terms of the Merger Agreement;
 
   
the results of its review of several alternative transactions;
 
   
the results of due diligence conducted by VGAC II’s management and its legal and financial advisors; and
 
   
Grove’s attractive valuation.
 
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The VGAC II Board also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the transaction, including, among others, the following:
 
   
risks associated with the Business Combination, including the possibility that the Business Combination may not be completed;
 
   
risks associated with sourcing, manufacturing, warehousing, distribution and logistics to third-party providers;
 
   
risks associated with being subject to increased derivative litigation concerning duty to balance stockholder and public benefit interests as a public benefit corporation;
 
   
risks related to the post-Business Combination corporate governance of New Grove;
 
   
the limited review undertaken by the VGAC II Board; and
 
   
the interests of the VGAC II Board and VGAC II’s executive officers.
For more information about the VGAC II Board’s decision-making process concerning the Business Combination, please see the section entitled “
The Business Combination Proposal—the VGAC II Board’s Reasons for the Business Combination
.”
Opinion of the Financial Advisor to VGAC II
On December 6, 2021, Houlihan Lokey orally rendered its opinion to the VGAC II Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the VGAC II Board dated December 6, 2021), as to the fairness, from a financial point of view, to VGAC II of the merger consideration to be issued by VGAC II in the Merger pursuant to the Merger Agreement.
Houlihan Lokey’s opinion was directed to the VGAC II Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to VGAC II of the merger consideration to be issued by VGAC II in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex L to this proxy statement/consent solicitation statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/consent solicitation statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the VGAC II Board, VGAC II, any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the Merger or otherwise, including, without limitation, whether holders of VGAC II Class A ordinary shares should redeem their shares or whether any party should participate in the PIPE Financing.
Related Agreements
This section describes certain additional agreements entered into or to be entered into in connection with the Merger Agreement. For additional information, see “
Business Combination Proposal—Related Agreements
.”
PIPE Financing
VGAC II entered into Subscription Agreements with the PIPE Investors to consummate the PIPE Financing, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and VGAC II agreed to issue and sell
 
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to the PIPE Investors, on the Closing Date, an aggregate of 8,707,500 shares of New Grove Class A Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $87,075,000. One of the PIPE Investors is an affiliate of the Sponsor that has agreed to subscribe for 5,000,000 shares of New Grove Class A Common Stock. In addition, the other PIPE Investors include existing equityholders of Grove that have agreed to subscribe for 3,707,500 shares of New Grove Class A Common Stock in the aggregate. The shares of New Grove Class A Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. VGAC II will grant the PIPE Investors certain customary registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. For additional information, see “
Business Combination Proposal—Related Agreements—PIPE Financing
.”
Amended and Restated Registration Rights Agreement
At the Closing, VGAC II and the Sponsor will enter into an Amended and Restated Registration Rights Agreement (the “
Registration Rights Agreement
”), which will terminate and replace the existing registration rights agreement between VGAC II and the Sponsor, dated March 22, 2021 (the “
VGAC II Registration Rights Agreement
”), and pursuant to which, among other things, the Sponsor will be granted certain customary registration rights with respect to its shares of New Grove Class A Common Stock. For additional information, see “
Business Combination Proposal—Related Agreements—Sponsor Registration Rights Agreement
.”
Grove Stockholder Support Agreement
Pursuant to the Merger Agreement, the Grove Support Stockholders entered into the Grove Stockholder Support Agreement with VGAC II. As of the date of this proxy statement/consent solicitation statement/prospectus, the Grove Support Stockholders collectively approximately 53% of the voting power of Grove Common Stock and 76% of the voting power of Grove Preferred Stock.
In the Grove Stockholder Support Agreement, the Grove Support Stockholders agreed to vote all of their Grove equity interests in favor of the Merger Agreement and the transactions contemplated thereby and to take certain other actions in support of the Business Combination. The Grove Stockholder Support Agreement also prevents the Grove Support Stockholders from transferring their voting rights with respect to their Grove equity interests or otherwise transferring their Grove equity interests prior to the Effective Time. In addition, the Grove Support Stockholders have each agreed, with certain exceptions, to a lock-up for the Lock-up Period with respect to any shares of New Grove Common Stock that they receive as merger consideration under the Merger Agreement. For additional information, see “
Business Combination Proposal—Related Agreements—Support Agreement
.”
Sponsor Agreement
Pursuant to the Merger Agreement, Grove, the Sponsor, VGAC II, Credit Suisse Securities (USA) LLC as the underwriter, the Insiders (as defined therein), and the Holders (as defined therein) entered into a Sponsor Letter Agreement (the “
Sponsor Agreement
”) pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger) and (ii) waive any adjustment to the conversion ratio set forth in the Existing Governing Documents with respect to the Class B ordinary shares of VGAC II held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement.
In addition, the Sponsor has agreed that the Sponsor Earnout Shares, consisting of 3,490,375 shares of New Grove Class A Common Stock, will be subject to certain vesting provisions set forth in the Sponsor Agreement.
 
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Immediately after the Closing, the Sponsor Earnout Shares will represent approximately 1.4% of the outstanding shares of New Grove Common Stock and approximately 0.2% of the voting power of New Grove Common Stock assuming no redemptions by VGAC II shareholders in connection with the Business Combination. The Sponsor Earnout Shares will be unvested at the Closing and will automatically vest effective (i) with respect to 50% of the Sponsor Earnout Shares, if the daily volume weighted average price of the shares of New Grove Class A Common Stock is greater than or equal to $12.50 for any 20 trading days (which may be consecutive or not consecutive) within any
30-trading-day
period that occurs after the Closing Date and prior to the expiration of the Sponsor Earnout Period and (ii) with respect to the other 50% of the Sponsor Earnout Shares, if the daily volume weighted average price of the shares of New Grove Class A Common Stock is greater than or equal to $15.00 for any 20 trading days (which may be consecutive or not consecutive) within any
30-trading-day
period that occurs after the Closing Date and prior to expiration of the Sponsor Earnout Period. In addition, in the event that (x) there is a Change of Control (or a definitive agreement providing for a Change of Control has been entered into) after the Closing and prior to the expiration of the Sponsor Earnout Period or (y) there is a liquidation, dissolution, bankruptcy, reorganization, assignment for the benefit of creditors or similar event with respect to New Grove after the Closing Date and prior to the expiration of the Sponsor Earnout Period, the Sponsor Earnout Shares will vest (to the extent such Sponsor Earnout Shares have not already vested in accordance with the Sponsor Agreement). If, upon the expiration of the Sponsor Earnout Period, any Sponsor Earnout Shares shall have not vested, then such Sponsor Earnout Shares shall be automatically forfeited by the Sponsor and canceled by New Grove. For additional information, see “
Business Combination Proposal—Related Agreements—Sponsor Agreement
.”
Certain Engagements in Connection with the Business Combination and Related Transactions
Morgan Stanley & Co. LLC (“Morgan Stanley”) was engaged by Grove as financial advisor to Grove. Credit Suisse Securities (USA) LLC (“Credit Suisse”) was engaged by VGAC II as a financial advisor and an equity capital markets advisor to VGAC II. The aggregate fees payable to Credit Suisse and Morgan Stanley or their respective affiliates upon the closing of the Business Combination is approximately $1,293,250 for their roles as financial and equity capital markets advisors, as applicable.
In addition, Morgan Stanley and Credit Suisse are acting as co-placement agents to VGAC II (the Placement Agents) with respect to the portion of the PIPE Financing raised from qualified institutional buyers and institutional accredited investors, and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are not acting as agents or participating in any role with respect to, and will not earn any fees from, the portion of the PIPE Financing raised from individual investors.. The aggregate fees payable to the Placement Agents is approximately $1,293,250, in addition to any expense reimbursement, for their roles as placement agents. Morgan Stanley also provided VGAC II and Grove with disclosure letters describing its respective roles with VGAC II and Grove and any other material relationships that it had with VGAC II and Grove. After carefully considering with their respective boards and legal counsel the potential benefits of engaging Morgan Stanley for both roles, VGAC II and Grove each consented to Morgan Stanley’s roles as financial advisor to Grove in connection with the Business Combination and as placement agent to VGAC II in connection with the PIPE Financing and waived any potential conflicts in connection with such dual roles.
In addition, Morgan Stanley (together with its affiliates) is a full service financial institution engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, wealth management, investment research, principal investing, lending, financing, hedging, market making, brokerage and other financial and non-financial activities and services. In addition, Morgan Stanley and its affiliates may provide investment banking and other commercial dealings to VGAC II, Grove and their respective affiliates in the future, for which they would expect to receive customary compensation. In addition, in the ordinary course of its business activities, Morgan Stanley and its affiliates, officers, directors and employees may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own
 
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account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of VGAC II, Grove or their respective affiliates. Morgan Stanley and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Ownership and Voting Power of New Grove
As of the date of this proxy statement/consent solicitation statement/prospectus, there are 50,312,500 ordinary shares issued and outstanding, which includes an aggregate of 10,062,500 Class B ordinary shares. As of the date of this proxy statement/consent solicitation statement/prospectus, there is outstanding an aggregate of 14,750,000 warrants, comprised of 6,700,000 private placement warrants held by Sponsor and 8,050,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Grove Class A Common Stock.
The following table illustrates varying estimated ownership levels and voting power in New Grove immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:
 
   
Share Ownership in New Grove(1)
   
Voting Power in New Grove(1)
 
   
No
Redemption
   
Medium
Redemption(2)
   
Maximum
Redemption(3)
   
No
Redemption
   
Medium
Redemption(2)
   
Maximum
Redemption(3)
 
VGAC II Shareholders
    22.4     14.9     5.9     3.1     1.9     0.7
Sponsor
    3.7     4.0     4.4     0.5     0.5     0.5
Pipe Investors
    4.8     5.3     5.9     0.7     0.7     0.7
Grove Stockholders(4)(5)
    69.1     75.8     83.8     95.7     96.9     98.1
 
(1)
As of December 31, 2021.
(2)
Assumes that 15,730,300 of the Class A ordinary shares are redeemed for an aggregate payment of $157.3 million (which represents 50% of the number of the Class A ordinary shares that would be redeemed under the maximum redemption scenario).
(3)
Assumes that 31,460,600 of the Class A ordinary shares are redeemed for an aggregate payment of $314.6 million (which is the maximum number of redemptions that would still allow the Minimum Cash Condition to be satisfied).
(4)
Excludes equity awards issued at Closing upon rollover of vested and unvested Grove equity awards under the proposed New Grove Incentive Equity Plan.
(5)
Each share of New Grove Class B Common Stock will have ten (10) votes per share, while each share of New Grove Class A Common Stock will have one (1) vote per share.
 
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The following table illustrates varying estimated ownership levels and voting power in New Grove immediately following the consummation of the Business Combination on a fully-diluted basis including the Sponsor Earnout Shares, the Grove Earnout Shares and shares of New Grove Common Stock issuable pursuant to the public warrants, the private placement warrants, and Grove equity awards, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:
 
    
Share Ownership in New Grove(1)
   
Voting Power in New Grove(1)
 
    
No
Redemption
   
Medium
Redemption(2)
   
Maximum
Redemption(3)
   
No
Redemption
   
Medium
Redemption(2)
   
Maximum
Redemption(3)
 
VGAC II Shareholders
     16.6     10.8     4.2     2.3     1.4     0.5
Sponsor
     2.7     2.9     3.1     0.4     0.4     0.4
PIPE Investors
     3.6     3.9     4.2     0.5     0.5     0.5
Grove Stockholders
     51.2     54.7     58.8     70.5     71.1     71.8
Private Placement Warrants
     2.8     3.0     3.2     0.4     0.4     0.4
Public Warrants
     3.3     3.5     3.8     0.5     0.5     0.5
Sponsor Earnout
Shares
     1.4     1.5     1.7     0.2     0.2     0.2
Grove common stock options(4)
     11.4     12.2     13.1     15.7     15.9     16.0
Grove restricted stock units(4)
     0.7     0.8     0.8     1.0     1.0     1.0
Grove common stock warrants(4)
     0.5     0.5     0.5     0.6     0.6     0.6
Grove common stock issued upon
early exercise of options(4)
     0.0     0.0     0.0     0.0     0.0     0.0
Grove Earnout Shares(4)
     5.8     6.2     6.6     7.9     8.0     8.1
 
(1)
As of December 31, 2021.
(2)
Assumes that 15,730,300 of the Class A ordinary shares are redeemed for an aggregate payment of $157.3 million (which represents 50% of the number of the Class A ordinary shares that would be redeemed under the maximum redemption scenario).
(3)
Assumes that 31,460,600 of the Class A ordinary shares are redeemed for an aggregate payment of $314.6 million (which is the maximum number of redemptions that would still allow the Minimum Cash Condition to be satisfied).
(4)
Each share of New Grove Class B Common Stock will have ten (10) votes per share, while each share of New Grove Class A Common Stock will have one (1) vote per share.
For further details, see “
Business Combination Proposal—Consideration to Grove Equityholders in the Business Combination
.”
Date, Time, and Place of Extraordinary General Meeting of VGAC II Shareholders
The extraordinary general meeting will be held at the offices of Davis Polk & Wardwell LLP located at 450 Lexington Avenue, New York, New York 10017 and virtually via the Internet at [●], Eastern Time, on [●], 2022, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.
 
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Voting Power; Record Date
VGAC II shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on [●], 2022, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. VGAC II warrants do not have voting rights. As of the close of business on the record date, there were 50,312,500 ordinary shares issued and outstanding, of which 40,250,000 were issued and outstanding public shares.
Quorum and Vote of VGAC II Shareholders
A quorum of VGAC II shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more VGAC II shareholders who together hold not less than a majority of the issued and outstanding ordinary shares as of the record date entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, [●] ordinary shares would be required to achieve a quorum.
The Sponsor has, pursuant to the Sponsor Agreement, agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger), (ii) waive any adjustment to the conversion ratio set forth in the Existing Governing Documents with respect to the Class B ordinary shares of VGAC II held by the Sponsor, and (iii) be bound by certain
earn-out
provisions with respect to its shares in VGAC II following the Closing, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor owns approximately 20.0% of the issued and outstanding ordinary shares. See “
Business Combination Proposal—Related Agreements—Sponsor Agreement
” in the accompanying proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Agreement.
The proposals presented at the extraordinary general meeting require the following votes:
 
  (i)
Business Combination Proposal
: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (ii)
Domestication Proposal
: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than
two-thirds
of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (iii)
Charter Amendment Proposal
:
The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than
two-thirds
of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (iv)
Governing Documents Proposals
:
The approval of the Governing Documents Proposals requires the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Because the votes on the Governing Documents Proposals are advisory only, they will not be binding on the VGAC II Board or New Grove.
 
  (v)
NYSE Proposal
: The approval of the NYSE Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
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  (vi)
Incentive Equity Plan Proposal
: The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (vii)
ESPP Proposal
: The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (viii)
Director Election Proposal
: Pursuant to the Existing Governing Documents, until the Closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of Class B ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
 
  (ix)
Adjournment Proposal
: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Redemption Rights
Pursuant to the Existing Governing Documents, a public shareholder may request of VGAC II that New Grove redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
 
  (i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
 
  (ii)
submit a written request to Continental, VGAC II’s transfer agent, in which you (a) request that New Grove redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number, and address; and
 
  (iii)
deliver your share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [
], Eastern Time, on [
], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank.
If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, New Grove will redeem such public shares for a
per-share
price, payable in cash,
 
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equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [●], 2022, this would have amounted to approximately $[●] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and accordingly, it is shares of New Grove Class A Common Stock that will be redeemed immediately after consummation of the Business Combination. See “
Extraordinary General Meeting of VGAC II—Redemption Rights
” in this proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.
The Sponsor has, pursuant to the Sponsor Agreement, agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger), (ii) waive any adjustment to the conversion ratio set forth in the Existing Governing Documents with respect to the Class B ordinary shares of VGAC II held by the Sponsor, and (iii) be bound by certain
earn-out
provisions with respect to its shares in VGAC II following the Closing, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. Such shares will be excluded from the pro rata calculation used to determine the
per-share
redemption price. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor owns approximately 20.0% of the issued and outstanding ordinary shares. See “
Business Combination Proposal—Related Agreements—Sponsor Agreement
” in the accompanying proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Agreement.
Holders of the warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
Neither VGAC II shareholders nor VGAC II warrantholders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone, or in person. VGAC II has engaged [●] to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “
Extraordinary General Meeting of VGAC II—Revoking Your Proxy
.”
Interests of VGAC II’s Directors and Executive Officers in the Business Combination
When you consider the recommendation of the VGAC II Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor, VGAC II’s directors, and executive officers, have interests in such proposal that are different from, or in addition to, those of VGAC II shareholders and VGAC II warrantholders generally. These interests include, among other things, the interests listed below:
 
   
the fact that the Sponsor has agreed not to redeem any Class A ordinary shares held by it in connection with a shareholder vote to approve a proposed initial business combination;
 
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the fact that the Sponsor paid an aggregate of $25,000 for 10,062,500 Class B ordinary shares, of which the Sponsor currently owns 9,972,500 Class B ordinary shares and each of the three independent directors owns 30,000 Class B ordinary shares, and such securities will have a significantly higher value at the time of the Business Combination; as described further below:
 
    
Shares of Class B
ordinary shares(1)
    
Value of Class B
ordinary shares
implied by the
Business
Combination(3)
    
Value of Class B
ordinary shares based
on recent trading
price(4)
 
Sponsor(2)
     9,972,500      $ 99,725,000      $                    
Chris Burggraeve
     30,000      $ 300,000      $    
Elizabeth Nelson
     30,000      $ 300,000      $    
Latif Peracha
     30,000      $ 300,000      $    
 
(1)
Interests shown consist solely of founder shares. Such shares will automatically convert into shares of New Grove Class A Common Stock upon Domestication on a
one-for-one
basis.
(2)
VG Acquisition Sponsor II LLC is the record holder of the shares reported herein.
(3)
Assumes a value of $10.00 per share, the deemed value of the Class B ordinary shares in the Business Combination.
(4)
Assumes a value of $                 per share, the closing price of the Class B ordinary shares on
 
   
the fact that the Sponsor paid an aggregate of $10,050,000 for 6,700,000 private placement warrants, as described further below:
 
    
Shares of private
placement
warrants(1)
    
Value of private
placement
warrants
implied by the
Business
Combination(3)
    
Value of
private
placement
warrants based
on recent
trading
price(4)
 
Sponsor(2)
     6,700,000      $ 0      $    
 
(1)
Interests shown consist solely of private placement warrants. Such warrants will automatically convert into warrants to acquire New Grove Class A Common Stock upon the Domestication on a one-for-one basis.
(2)
VG Acquisition Sponsor II LLC is the record holder of the warrants reported herein.
(3)
Assumes a value of $0.00 per warrant, which reflects that the exercise price of the warrants ($11.50 per warrant) exceeds the value of the underlying ordinary shares in the Business Combination.
(4)
Assumes a value of $[●] per warrant, the closing price of the public warrants on [●].
 
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the fact that each of Mr. Bayliss and Mr. Lovell invested $300,000 in the Sponsor and hold interests in the Sponsor that represent an indirect interest in 1,246,600 Class B ordinary shares and 197,939 private placement warrants, and the fact that Mr. Burggraeve, Ms. Nelson and Mr. Peracha each invested $100,000, in the Sponsor indirectly through an investment in VG Acquisition Holdings II LLC, an affiliate of the Sponsor, and each holds interests in VG Acquisition Holdings II LLC that represent an indirect interest in 70,216 Class B ordinary shares, and 66,550 private placement warrants, and all of such securities would be worthless if a business combination is not consummated by March 25, 2023 (unless such date is extended in accordance with the Existing Governing Documents); as described further below:
 
   
Shares of
Class B
ordinary
shares
indirectly
held(1)
   
Number of
private
placement
warrants
indirectly
held(2)
   
Value of
Class B
ordinary shares
implied by the
Business
Combination(3)
   
Value of
private
placement
warrants
implied by the
Business
Combination(4)
   
Value of
Class B
ordinary
shares/
private
placement
warrants
based on
recent
trading
price(5)
   
Value of
private
placement
warrants
based on
recent
trading
price(6)
 
Josh Bayliss
    1,246,600       197,939     $ 12,466,000     $ 0   $     $  
Evan Lovell
    1,246,600       197,939     $ 12,466,000     $ 0   $     $  
Chris Burggraeve
    70,216       66,550     $ 702,160     $ 0   $       $    
Elizabeth Nelson
    70,216       66,550     $ 702,160     $ 0   $       $    
Latif Peracha
    70,216       66,550     $ 702,160     $ 0   $       $    
 
(1)
Interests shown consist solely of founder shares. Such shares will automatically convert into shares of New Grove Class A Common Stock upon the Domestication on a one-for-one basis.
(2)
Interests shown consist solely of private placement warrants. Such warrants will automatically convert into warrants to acquire New Grove Class A Common Stock upon the Domestication.
(3)
Assumes a value of $10.00 per share, the deemed value of the Class B ordinary shares in the Business Combination.
(4)
Assumes a value of $0.00 per warrant, which reflects that the exercise price of the warrants ($11.50 per warrant) exceeds the value of the underlying ordinary shares in the Business Combination.
(5)
Assumes a value of $             per share, the closing price of the Class B ordinary shares on [●].
(6)
Assumes a value of $[●] per warrant, the closing price of the public warrants on [●].
 
   
the fact that given the differential in the purchase price that the Sponsor paid for the founder shares as compared to the price of the public shares sold in the initial public offering, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the Class A ordinary shares trades below the price initially paid for the public shares in the initial public offering and the public shareholders experience a negative rate of return following the completion of the Business Combination;
 
   
the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
 
   
the fact that if a business combination is not consummated by March 25, 2023 (unless such date is extended in accordance with the Existing Governing Documents), our Sponsor and VGAC II’s officers and directors will lose their entire investment in VGAC II, which investment included a capital contribution of $25,000 for the Sponsor’s Class B ordinary shares and $10,050,000 for the Sponsor’s private placement warrants, and will not be reimbursed for any
out-of-pocket
expenses from any amounts held in the trust account;
 
   
the fact that the Sponsor and VGAC II’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if VGAC II fails to complete an initial business combination by March 25, 2023;
 
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the fact that the Registration Rights Agreement will be entered into by the Sponsor;
 
   
the fact that the Sponsor transferred 30,000 Class B ordinary shares to each of VGAC II’s three independent directors prior to the initial public offering, and such securities would be worthless if a business combination is not consummated by March 25, 2023 (unless such date is extended in accordance with the Existing Governing Documents);
 
   
the fact that the Sponsor entered into the Sponsor Agreement pursuant to which the Sponsor has agreed that the Sponsor Earnout Shares, consisting of 3,490,375 shares of New Grove Class A Common Stock, will be subject to certain vesting provisions set forth in the Sponsor Agreement. Immediately after the Closing, the Sponsor Earnout Shares will represent approximately 1.4% of the outstanding shares of New Grove Common Stock and approximately 0.2% of the voting power of New Grove Common Stock assuming no redemptions by VGAC II shareholders in connection with the Business Combination. The Sponsor Earnout Shares will be unvested at the Closing and will automatically vest effective (i) with respect to 50% of the Sponsor Earnout Shares, if the daily volume weighted average price of the shares of New Grove Class A Common Stock is greater than or equal to $12.50 for any 20 trading days (which may be consecutive or not consecutive) within any
30-trading-day
period that occurs after the Closing Date and prior to the expiration of the Sponsor Earnout Period and (ii) with respect to the other 50% of the Sponsor Earnout Shares, if the daily volume weighted average price of the shares of New Grove Class A Common Stock is greater than or equal to $15.00 for any 20 trading days (which may be consecutive or not consecutive) within any
30-trading-day
period that occurs after the Closing Date and prior to expiration of the Sponsor Earnout Period. In addition, in the event that (x) there is a Change of Control (or a definitive agreement providing for a Change of Control has been entered into) after the Closing and prior to the expiration of the Sponsor Earnout Period or (y) there is a liquidation, dissolution, bankruptcy, reorganization, assignment for the benefit of creditors or similar event with respect to New Grove after the Closing Date and prior to the expiration of the Sponsor Earnout Period, the Sponsor Earnout Shares will vest (to the extent such Sponsor Earnout Shares have not already vested in accordance with the Sponsor Agreement). If, upon the expiration of the Sponsor Earnout Period, any Sponsor Earnout Shares shall have not vested, then such Sponsor Earnout Shares shall be automatically forfeited by the Sponsor and canceled by New Grove;
 
   
the continued indemnification of VGAC II’s directors and officers and the continuation of VGAC II’s directors’ and officers’ liability insurance after the Business Combination (
i.e.
, a “tail policy”);
 
   
the fact that if the trust account is liquidated, including in the event VGAC II is unable to complete an initial business combination by March 25, 2023, the Sponsor has agreed to indemnify VGAC II to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which VGAC II has entered into an acquisition agreement or claims of any third party for services rendered or products sold to VGAC II, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;
 
   
the fact that [●], [●] of the Sponsor is expected to be director of New Grove after the consummation of the Business Combination and as such, in the future, he may receive cash fees, stock options, stock awards or other remuneration that the New Grove Board determines to pay to him and any other applicable compensation; and
 
   
the fact that the Virgin Group and the Sponsor will collectively own 6,572,125 shares of New Grove Class A Common Stock, which collectively will represent up to approximately 4.4% outstanding shares of New Grove Common Stock and approximately 0.5% of the voting power of New Grove Common Stock assuming maximum redemption of VGAC II Class A ordinary shares in connection with the Business Combination.
The Sponsor has, pursuant to the Sponsor Agreement, agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger), (ii) waive any adjustment to the conversion ratio set forth in the Existing Governing Documents with respect to the Class B ordinary shares of VGAC II held by the Sponsor, and (iii) be bound by certain
earn-out
provisions with respect to its shares in
 
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VGAC II following the Closing, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. Such shares will be excluded from the pro rata calculation used to determine the
per-share
redemption price. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor owns approximately 20.0% of the issued and outstanding ordinary shares. See “
Business Combination Proposal—Related Agreements—Sponsor Agreement
” in this proxy statement/consent solicitation statement/prospectus for more information related to the Sponsor Agreement.
Approval of each of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal, the Director Election Proposal, and the Adjournment Proposal, requires the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. As a result, approval of each of the foregoing proposals would require 15,093,751, or 37.5%, of the 40,250,000 public shares sold in the initial public offering would need to be voted in favor of each of the foregoing proposals in addition to the founder shares held by the Sponsor (assuming all outstanding shares are voted).
Approval of each of the Domestication Proposal and the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of not less than
two-thirds
of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. As a result, approval of each of the foregoing proposals would require 23,479,167, or 58.3%, of the 40,250,000 public shares sold in the initial public offering would need to be voted in favor of each of the foregoing proposals in addition to the founder shares held by the Sponsor and the directors (assuming all outstanding shares are voted).
The existence of financial and personal interests of one or more of VGAC II’s directors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is in the best interests of VGAC II and VGAC II shareholders and what he or she or they may believe is best for himself or herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, VGAC II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Recommendation to Shareholders of VGAC II
The VGAC II Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of VGAC II and VGAC II shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the Governing Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Director Election Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of VGAC II’s directors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is in the best interests of VGAC II and VGAC II shareholders and what he or she or they may believe is best for himself or herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, VGAC II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
Business Combination Proposal—Interests of VGAC II’s Directors and Executive Officers in the Business Combination
” for a further discussion of these considerations.
Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination assuming a Closing Date of December 31, 2021, and (i) assuming that none of VGAC II’s outstanding public shares are redeemed in connection with the Business Combination, (ii) under the medium redemption scenario (which assumes that 15,730,300 of the Class A ordinary shares are redeemed (which represents 50% of the number of Class A ordinary shares that would be redeemed under the maximum redemption scenario)) and (iii) under the maximum redemption scenario (which assumes that 31,460,600 of the Class A ordinary shares are redeemed (which is the maximum number of redemptions that would still allow the Minimum Cash Condition to be satisfied).
 
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No Redemption
 
Source of Funds(1) (in thousands)
       
Uses(1) (in thousands)
     
Existing Cash held in trust account(2)
  $ 402,531    
Merger Consideration to Grove Equityholders(3)
  $ 1,400,000  
Merger Consideration to Grove
Equityholders(3)
  $ 1,400,000    
Transaction Fees and Expenses
  $ 47,200  
PIPE Financing(3)
  $ 87,075    
Remaining Cash to Balance Sheet
  $ 442,406  
 
 
 
     
 
 
 
Total Sources
 
$
1,889,606
 
 
Total Uses
 
$
1,889,606
 
 
 
 
     
 
 
 
 
(1)
Totals might be affected by rounding.
(2)
As of December 31, 2021.
(3)
Shares issued to Grove Equityholders and PIPE Investors are at a deemed value of $10.00 per share.
Medium Redemption
 
Source of Funds(1) (in thousands)
       
Uses(1) (in thousands)
     
Existing Cash held in trust account(2)
  $ 402,531    
Merger Consideration to Grove Equityholders(3)
  $ 1,400,000  
Merger Consideration to Grove
   
Transaction Fees and Expenses
  $ 47,200  
Equityholders(3)
  $ 1,400,000    
VGAC II public shareholder redemptions
  $ 157,303  
Pipe Financing(3)
  $ 87,075    
Remaining Cash to Balance Sheet
  $ 285,103