8-K 1 dp148820_8k.htm FORM 8-K








Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 5, 2021


VG Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands   001-39587   N/A

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


65 Bleecker Street, 6th Floor

New York, New York

(Address of principal executive offices)   (Zip Code)


+1 (212) 497-9050

Registrant’s telephone number, including area code


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class  




Name of each exchange

on which registered

Units, each consisting of one share of one Class A ordinary share and one-third of one redeemable warrant   VGAC.U   The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share   VGAC   The New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   VGAC.WS   The New York Stock Exchange



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


On April 5, 2021, VG Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $500,000 to VG Acquisition Sponsor LLC (the “Sponsor”). The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes.


The Note bears no interest and is payable in full upon the earlier to occur of (i) September 30, 2021 or (ii) the consummation of the Company’s initial business combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Sponsor may declare the Note due and payable immediately. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.


A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


10.1   Promissory Note dated April 5, 2021, issued by VG Acquisition Corp. to VG Acquisition Sponsor LLC








Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: April 5, 2021 VG ACQUISITION CORP.

/s/ Evan Lovell

  Name:      Evan Lovell
  Title: Chief Financial Officer