in Note 2 of the Company’s Q3 Form 10-Q, in connection with the change in presentation for the Class A ordinary shares subject to
possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the
two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the
described above, originally, the Company determined the changes were not qualitatively material to the Company’s previously issued
financial statements and revised its previously financial statements in Note 2 to its Q3 Form 10-Q. However, upon further consideration
of the material nature of the changes, the Comp any determined the change in classification of the Class A ordinary shares subject to redemption
and change to its presentation of earnings per share is material quantitatively and the Company should restate its previously issued financial
on February 1, 2022, the audit committee of the board of directors of the Company (the “Audit Committee”) concluded,
after discussion with the Company’s management, that the Company’s previously issued (i) audited balance sheet as of
October 6, 2020, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2020;
(ii) audited financial statements for the annual period ended December 31, 2020 included in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2020, as amended (the “10-K”), filed with the SEC on March 31, 2021; (iii)
unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021, filed with the SEC on June 8, 2021; (iv) unaudited interim financial statements included in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021; and (v) footnote
2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Q3 Form 10-Q (collectively, the “Affected
Periods”), should be restated and should no longer be relied upon. Similarly, other communications describing the
Company’s financial statements and other related financial information covering the Affected Periods should no longer be
the Audit Committee determined that it is appropriate to file (i) an amendment to its Q3 Form 10-Q (the “Q3 Form
10-Q/A”), including restated unaudited interim financial statements for the quarterly periods ended March 31, 2021 and June
30, 2021; (ii) a restated Note 2 to the unaudited interim financial statements and Item 4 of Part I of the Q3 Form 10-Q; and (iii)
an amendment to its 10-K, including restated audited financial statements for the year ended December 31, 2020 and a restated audited balance sheet as of October 6, 2020, in each case,
reflecting the restatement of the Class A ordinary shares subject to redemption and the change to its presentation of earnings per
share, as soon as practicable.
Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established
in connection with the IPO.
re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in
the Company’s internal control over financial reporting for complex securities during the Affected Periods and that the Company’s
disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will
be described in more detail in the Q3 Form 10-Q/A.
Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown,
P.C., the Company’s independent registered public accounting firm.
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
/s/ John Hering
Chief Executive Officer
Dated: February 2, 2022
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