UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Vy Global Growth

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39588
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)


Floor 4, Willow House, Cricket Square Grand Cayman, Cayman Islands		KY1-9010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 971 427 01 400

Not Applicable

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one Warrant to acquire one-fifth Class A ordinary share	VYGG.U	The New York Stock Exchange
Class A ordinary share, par value $0.0001 per share	VYGG	The New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	VYGG.W	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

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	x	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ¨

As of August 11 2021, 7,506,524 units, 49,993,476 Class A ordinary shares, par value $0.0001 per share, 14,375,000 Class B ordinary shares, par value $0.0001, and 18,998,723 warrants were issued and outstanding, respectively.

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (Unaudited)	1

	Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statements of Operations for the Three and Six Months ended June 30, 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Equity for the Three and Six Months ended June 30, 2021	3

	Unaudited Condensed Statement of Cash Flows for the Six Months ended June 30, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Signatures		31


	June 30, 2021		December 31, 2020
	(unaudited)
Assets
Current assets:
Cash	$	2,041,938	$	916,525
Prepaid expenses		248,127		302,833
Total current assets		2,290,065		1,219,358
Investments held in Trust Account		575,183,105		575,112,065
Total Assets	$	577,473,170	$	576,331,423

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	341	$	—
Due to related parties		457,403		224,750
Accrued expenses		829,636		135,903
Total current liabilities		1,287,380		360,653
Deferred underwriting commissions		20,125,000		20,125,000
Derivative warrant liabilities		38,867,874		43,490,000
Total liabilities		60,280,254		63,975,653

Commitments and Contingencies

Class A ordinary shares; 51,219,291 and 50,735,576 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively		512,192,910		507,355,760

Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 6,280,709 and 6,764,424 shares issued and outstanding (excluding 51,219,291 and 50,735,576 shares subject to possible redemption as of June 30, 2021 and December 31, 2020, respectively)		628		676
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 14,375,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020		1,438		1,438
Additional paid-in capital		18,559,540		23,396,642
Accumulated deficit		(13,561,600)		(18,398,746)
Total shareholders' equity		5,000,006		5,000,010
Total Liabilities and Shareholders' Equity	$	577,473,170	$	576,331,423


	For the Three		For the Six
	Months Ended		Months Ended
	June 30,2021		June 30,2021
General and administrative expenses	$	168,794	$	1,296,020
General and administrative expenses - related party		30,000		60,000
Loss from operations		(198,794)		(1,356,020)
Other income (expense)
Change in fair value of derivative warrant liabilities		6,377,126		6,542,126
Loss on issuance of derivative warrant liabilities		(420,000)		(420,000)
Interest earned on investments held in Trust Account		20,558		71,040
Net income	$	5,778,890	$	4,837,146

Basic and diluted weighted average shares outstanding of Class A ordinary shares		57,500,000		57,500,000
Basic and diluted net income per share, Class A ordinary shares	$	0.00	$	0.00
Basic and diluted weighted average shares outstanding of Class B ordinary shares		14,375,000		14,375,000
Basic and diluted net income per share, Class B ordinary shares	$	0.40	$	0.33


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance - December 31, 2020	6,764,424	$	676	14,375,000	$	1,438	$	23,396,642	$	(18,398,746)	$	5,000,010
Class A Shares subject to possible redemption	94,174		10	—		—		941,730		—		941,740
Net loss	—		—	—		—		—		(941,744)		(941,744)
Balance - March 31, 2021 (Unaudited)	6,858,598	$	686	14,375,000	$	1,438	$	24,338,372	$	(19,340,490)	$	5,000,006
Class A Shares subject to possible redemption	(577,889)		(58)	—		—		(5,778,832)		—		(5,778,890)
Net income	—		—	—		—		—		5,778,890		5,778,890
Balance - June 30, 2021 (Unaudited)	6,280,709	$	628	14,375,000	$	1,438		18,559,540	$	(13,561,600)	$	5,000,006


Cash Flows from Operating Activities:
Net income	$	4,837,146
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(6,542,126)
Loss on issuance of derivative warrant liabilities		420,000
Interest earned on investments held in Trust Account		(71,040)
Changes in operating assets and liabilities:
Prepaid expenses		54,706
Accounts payable		341
Due to related parties		232,653
Accrued expenses		693,733
Net cash used in operating activities		(374,587)

Cash Flows from Financing Activities:
Proceeds from issuance of working capital loan warrants		1,500,000
Net cash provided by financing activities		1,500,000

Net change in cash		1,125,413

Cash - beginning of the period		916,525
Cash - end of the period	$	2,041,938

Supplemental disclosure of noncash financing activities:
Change in value of Class A ordinary shares subject to possible redemption	$	4,837,150


			Significant
	Quoted Prices		Other		Significant Other
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments Held in the Trust Account:
Mutual Funds	$	575,183,105	$	—	$	—

Liabilities:
Derivative warrant liabilities - Public Warrants	$	20,767,874	$	—	$	—
Derivative warrant liabilities - Private Warrants	$	—	$	16,290,000	$	—
Derivative warrant liabilities - Working Capital Warrants	$	—	$	1,810,000	$	—


	As of December 31,
	2020
Exercise price	$	11.50
Volatility		26.8	%
Stock price	$	10.42
Expected life of the options to convert		6.25
Risk-free rate		0.54	%
Dividend yield		0.0	%


Derivative warrant liabilities - Level 3, at January 1, 2021	$	19,800,000
Change in fair value of derivative warrant liabilities - Level 3		180,000
Derivative warrant liabilities - Level 3, at March 31, 2021 - Level 3		19,980,000
Transfer of Private Warrants to Level 2		(19,980,000)
Derivative warrant liabilities - Level 3, at June 30, 2021	$	—

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)


	VY GLOBAL GROWTH
Dated: August 16, 2021
	By:	/s/ John Hering
	Name:	John Hering
	Title:	Chief Executive Officer (Principal Executive Officer)

Dated: August 16, 2021

	By:	/s/ Katja Lake
	Name:	Katja Lake
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Vy Global Growth