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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
001-39588
Commission File Number
(Check One)
:
¨
Form 10-K
¨
Form 20-F
¨
Form 11-K
x
Form 10-Q and Form 10-D
¨
Form N-SAR
¨
Form N-CSR
For Period Ended:
March 31, 2021
¨
Transition
Report on Form 10-K
¨
Transition
Report on Form 20-F
¨
Transition
Report on Form 11-K
¨
Transition
Report on Form 10-Q
¨
Transition
Report on Form N-SAR
For the Transition Period Ended:
N/A
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates: N/A
PART I - REGISTRANT INFORMATION
Full Name of Registrant:
Vy Global
Growth
Former Name if Applicable:
n/a
Address of Principal Executive Office (
Street and Number
):
Floor 4, Willow House, Cricket Street
City, State and Zip Code:
Grand Cayman, Cayman Islands KY1-9010
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
x | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
x | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why
Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
Vy Global Growth (the “
Company
”)
has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2021 (the “
Q1 2021 Form 10-Q
”) by the prescribed due date for the reasons described below.
On April 12, 2021, the Staff of the U.S. Securities
and Exchange Commission (the “
SEC
”) issued the “Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies (“
SPACs
”)” (the “
SEC Statement
”),
which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. Following review of
the SEC Statement, the Company reevaluated the accounting treatment of its public and private placement warrants as equity, and concluded
that, based on the SEC Statement, public and private placement warrants should be, and should previously have been, classified as a liability
measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period.
The Company is currently determining the extent
of the SEC Statement’s impact on its financial statements, including the financial statements as of and for the fiscal quarter
ended March 31, 2021 included in the Q1 2021 Form 10-Q (the “
Q1 2021 Financials
”). The Company is in the process of
revising its previously filed financial statements as of and for the year ended December 31, 2020. The Company is evaluating the impact
of this revision on its internal control over financial reporting related to accounting for its public and private placement warrants.
The Company is working diligently to complete
the Q1 2021 Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of its public
and private placement warrants in accordance with the SEC Statement, the Company is unable to complete and file the Q1 2021 Form 10-Q
by the required due date of May 17, 2021 without unreasonable effort and expense. The Company does, however, expect to file such report
within five calendar days thereof.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification
Katja Lake | (971) | 427 01 400 |
(Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
x
Yes
¨
No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
¨
Yes
x
No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Disclosures About Forward-Looking Statements
Certain statements included in this Current Report on Form 12b-25,
which are not historical facts, are forward-looking statements. Such forward-looking statements speak only as of the date of this Current
Report. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “expects,”
“may,” “will,” “projects,” or “should,” or, in each case, their negative or other variations
or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements
include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and
any other statements that are not statements of current or historical facts. These statements are based on management’s current
expectations, but actual results may differ materially due to various factors, including, but not limited to, a variety of risk factors
affecting the Company’s business and prospects disclosed in the Company’s annual, quarterly reports and subsequent reports
filed with the SEC, as amended from time to time. The forward-looking statements contained in this Current Report are based on our current
expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be
those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our
control) and 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 under the
heading “Risk Factors” in the Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended
from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements. We undertake 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. These risks and others described under “Risk Factors” in the Company’s annual,
quarterly reports and subsequent reports filed with the SEC, as amended from time to time may not be exhaustive.
Vy Global Growth
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: | May 18, 2021 | By: | /s/ Katja Lake | ||
Name: | Katja Lake | ||||
Title: | Chief Financial Officer | ||||
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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