UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01. Other Events.
On September 26, 2022, Vy Global Growth (the “Company”) issued a press release announcing it will redeem all of its outstanding Class A ordinary shares, par value $0.0001, effective as of the close of business on October 6, 2022, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, the Company issued a letter to the Company’s investors. A copy of such letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1* | Press release, dated September 26, 2022 | |
| 99.2* | Letter to Investors, dated September 26, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Vy Global Growth | |||
| By: | /s/ Katja Lake | ||
| Name: | Katja Lake | ||
| Title: | Chief Financial Officer | ||
| Dated: September 26, 2022 | |||
Exhibit 99.1
Vy Global Growth Will Redeem Public Shares
Grand Cayman, Cayman Island, September 26, 2022 – Vy Global Growth (the “Company”) (NYSE: VYGG.U, VYGG, VYGG.W), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the “Public Shares”), effective as of the close of business on October 6, 2022, as the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”).
The Company has shared a Letter to Investors with details on this decision that can be found at https://vygg.com/#docs.
As such, in accordance with the Company’s Articles, the Company will:
| · | cease all operations as of October 6, 2022, except those required to wind up the Company’s business ; |
| · | as promptly as reasonably possible, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders of the Company (including the right to receive further liquidation distributions, if any); and |
| · | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. |
The per-share redemption price for the public shares will be approximately $10.06 (the “Redemption Amount”). The balance of the Trust Account as of September 26, 2022 was approximately $578,512,536.17, which includes approximately $3,512,536.17 in interest and dividend income (excess of cash over $575,000,000, the funds deposited into the Trust Account). In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.
As of the close of business on October 6, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company’s sponsor has waived its redemption rights with respect to the outstanding Class B ordinary shares held by the sponsor.
The Company expects that New York Stock Exchange will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” in the Company’s registration statement on Form S-1 (Registration No. 333-248814), as amended, initially filed with the Commission on September 15, 2020, relating to its initial public offering, annual, quarterly reports and subsequent reports filed with the Commission, as amended from time to time. Copies of such filings are available on the Commission’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company:
Vy Global Growth
Floor 4, Willow House, Cricket Square
Grand Cayman, Cayman Islands
+971 427 01 400
Exhibit 99.2
Vy Global Growth
SHAREHOLDER LETTER
Dear Partners,
In October of 2020 we took Vy Global Growth (VYGG) public on the New York Stock Exchange, raising $575 million dollars, with the intention of partnering with world class founders of private technology companies and helping them on their path to becoming a public company. We pledged $100 million of our own capital to any potential transaction and believed our background, network and expertise alongside our patient capital would present an attractive path for such a company to enter the public markets via a combination with VYGG. We were also encouraged by a number of new high-quality sponsors coming into the market which we believed represented a meta shift in the SPAC market, SPACs as a path to the public markets. Two years later, we are returning our $575 million of capital in trust to shareholders as we have been unable to consummate a transaction that meets our investment criteria.
From day one, we were clear among ourselves and with our investors that the goal was to combine with a world class company that was a leading business with measurable metrics, strong growth and most importantly a founding team we would be proud to partner with for years to come. Post-closing we had discussions with a number of incredible companies. One of these companies later completed a very successful traditional IPO. We also had in-depth discussions with a number of other high quality businesses, but as time went on, the reluctance of founders and their respective boards of directors, to consider the SPAC path grew considerably. In short, while there were transactions that were potentially actionable for VYGG during the past year, none of them met our investment criteria.
As market conditions began to shift in mid 2021 and especially into 2022, the market conditions for SPACs as a path for high quality growth companies to enter the public markets became very challenging. Heightened oversight of SPACs by the SEC has impacted the deSPACing process, further affecting investor appetite for deSPACs. Recent average redemption rates at the time of a deSPAC has been approximately 92%. In our view, the number of quality of companies that have recently completed deSPACs has remained incredibly low.
The VYGG team holds our responsibility as investors and stewards of our investors’ capital in the highest regard. Our integrity matters more to us than losing our sponsor capital. Given the state of the SPAC market, we would not currently feel comfortable recommending the deSPAC path to high-quality companies.
We firmly believe that capital preservation remains a priority in a down market. While we are not pleased to have to return investor’s money without gains, we are pleased to have acted as diligent fiduciaries. In the past 24 months, 310 out of 357 (87%) companies that have completed a deSPAC are trading below their issuance price. Since VYGG launched, the SPAC index (Defiance Next Gen SPAC ETF) lost over 44% of its value, tech SPACs lost even more of their value (down 56%) and over 80% of traditional technology IPOs since October 2020 are trading below issuance price. These were not market conditions to use investors’ money to combine with a technology company and push a deal through.
We are disappointed that we did not achieve our initial objective of consummating a high-quality transaction for VYGG. While we regret not having had the chance to partner for the long term with many of you on this transaction, we welcome the opportunity to work together in the future. We are extremely grateful for your partnership over the past two years.
On behalf of the Vy Global Growth Team,
Alexander Tamas – Chairman of the Board
John Hering – Chief Executive Officer