Skadden, Arps, Slate, Meagher & Flom llp
DIRECT DIAL (212) 735-2438 DIRECT FAX (917) 777-2438 EMAIL ADDRESS Howard.Ellin@Skadden.Com | One Manhattan West New York, NY 10001 ________ TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com | FIRM/AFFILIATE ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
November 23, 2021
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Dale Welcome |
Kevin Stertzel
Division of Corporation Finance
Office of Manufacturing
| Re: | NextGen Acquisition Corp. II |
Amendment No. 1 to Registration Statement on Form S-4
Filed October 29, 2021
File No. 333-259574
Ladies and Gentlemen:
On behalf of our client, NextGen Acquisition Corp. II (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated November 10, 2021 (the “Comment Letter”) with respect to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Commission by the Company on October 29, 2021 (the “Registration Statement”). Concurrently with the filing of this letter, the Company has filed Amendment No. 2 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) through EDGAR.
For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement.
November 23, 2021
Page 2
Amendment No. 1 to Registration Statement on Form S-4
Third-Party PIPE Investor Warrant, page 13
| 1. | We note your response to comment 2. Please revise to clarify the commercial arrangements entered into with Boeing. |
Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 13, 112 and 273 of the Amended Registration Statement.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustment (D), page 194
| 2. | We note your response to comment 17. To the extent that a portion of the $44 million in estimated transaction costs refer to NextGen’s expenses specifically related to the business combination, it appears to us that such costs would not be offset against additional paid-in capital, but rather reflected on an adjustment to accumulated deficit in the pro forma condensed combined balance sheet and reflected as a non-recurring adjustment to selling, general and administrative expenses in the pro forma statement of operations. Please revise your registration statement as appropriate. |
Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 31, 190, 192, 194 and 195 of the Amended Registration Statement.
* * * *
November 23, 2021
Page 3
We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (212) 735-2438.
| Very truly yours, | |
| /s/ Howard L. Ellin | |
| Howard L. Ellin |
| cc: | Patrick Ford |
NextGen Acquisition Corp. II
| cc: | Dan Hart |
Vieco USA, Inc.
| cc: | Brita O’Rear |
Vieco USA, Inc.
| cc: | Derrick Boston |
Vieco USA, Inc.
| cc: | June S. Dipchand |
Skadden, Arps, Slate, Meagher & Flom LLP
| cc: | David J. Goldschmidt |
Skadden, Arps, Slate, Meagher & Flom LLP
| cc: | Justin G. Hamill |
Latham & Watkins LLP
| cc: | Rachel W. Sheridan |
Latham & Watkins LLP
| cc: | Drew Capurro |
Latham & Watkins LLP
