| As filed with the Securities and Exchange Commission on March 22, 2021 | ||||||
| No. 333- | ||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||
| Washington, D.C. 20549 __________________ |
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| FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________ | ||||||
| Virgin Group Acquisition Corp. II (Exact name of registrant as specified in its charter) | ||||||
Cayman Islands (State or other jurisdiction of incorporation or organization) |
6770 (Primary Standard Industrial Classification Code Number) |
Not Applicable (I.R.S. Employer Identification No.) | ||||
65 Bleecker Street, 6th Floor New York, NY 10012 Tel:
(212) 497-9050 __________________
| ||||||
| Josh Bayliss Chief Executive Officer |
Evan Lovell Chief Financial Officer | |||||
65 Bleecker Street, 6th Floor New York, NY 10012 Tel: (212) 497-9050 |
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(Name, address, including zip code, and telephone number, including area code, of agent for service) __________________
Copies to:
| ||||||
Derek J. Dostal Deanna
L. Kirkpatrick New York, NY 10017 Tel: (212) 450-4000
|
Matthew Gardner Michael Johns Maples and Calder P.O.
Box 309, Ugland House KY1-1104 Cayman
Islands |
Michael
W. Benjamin New York, NY 10022 Tel: (212) 906-1200
| ||||
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. | ||||||
| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐ | ||||||
| If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File Number 333-253097 | ||||||
| If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ☐ | ||||
CALCULATION OF REGISTRATION FEE
| Title Of Each Class Of Securities To Be Registered |
Amount To Be Registered | Proposed Maximum Offering Price Per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount Of Registration Fee | ||
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant(2) | 2,300,000 Units | $ 10.00 | $23,000,000 | $2,509.30 | ||
| Class A ordinary shares included as part of the units(3) | 2,300,000 Shares | ― | ― | ― (4) | ||
| Redeemable warrants included as part of the units(3) | 460,000 Warrants | ― | ― | ― (4) | ||
| Total | $23,000,000 | $2,509.30(5) | ||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Represents 2,300,000 units, consisting of 2,300,000 Class A ordinary shares and 460,000 redeemable warrants (including 300,000 units, consisting of 300,000 Class A ordinary shares and 60,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any). |
| (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g) |
| (5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $379,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-253097), which was declared effective by the Securities and Exchange Commission on March 22, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $23,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION
INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with respect to the registration of 2,300,000 additional units of Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-fifth of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1, including 300,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. Pursuant to Rule 462(b), the Registrant hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-253097) declared effective on March 22, 2021 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in Registration Statement No. 333-253097 are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for those set forth in the exhibit index attached hereto, which are filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on the 22nd day of March, 2021.
| VIRGIN GROUP ACQUISITION CORP. II | ||||||
| By: | /s/ Evan Lovell | |||||
| Name: | Evan Lovell | |||||
| Title: | Attorney-in-fact | |||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
| * |
Josh Bayliss
Chief Executive Officer
|
March 22, 2021 |
| /s/ Evan Lovell |
Evan Lovell Chief Financial Officer
|
March 22, 2021 |
| * By: | /s/ Evan Lovell | ||
| Name: Evan Lovell | |||
| Title: Attorney-in-fact | |||