United States securities and exchange commission logo
March 24, 2022
Josh Bayliss
Chief Executive Officer
Virgin Group Acquisition Corp. II
65 Bleecker Street
6th Floor
New York, NY 10012
Re: Virgin Group
Acquisition Corp. II
Amendment No. 1 to
Registration Statement on Form S-4
Filed March 11,
2022
File No. 333-262200
Dear Mr. Bayliss:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 15, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed on March 11,
2022
Interests of VGAC II's Directors and Executive Officers in the Business
Combination, page 14
1. Please revise the
fourth bullet to provide the information included in your response to
comment 11. In
particular, please explain why you are unable to quantify the
sponsor's "positive
rate of return" on their investment.
2. We note your response
to comment 12. Please revise the eleventh bullet to disclose the
implied and current
market value of the Sponsor Earnout Shares.
Josh Bayliss
FirstName LastNameJosh BaylissII
Virgin Group Acquisition Corp.
Comapany
March NameVirgin Group Acquisition Corp. II
24, 2022
March2 24, 2022 Page 2
Page
FirstName LastName
Risk Factors, page 30
3. We note your response to comment 14. Please include a risk factor
explaining how the
process for acquiring Grove differs from that of a traditional
underwritten IPO as well as
the reasoning behind your belief that the absence of due diligence by
an underwriter does
not create a material risk.
Our Purpose, page 225
4. We note your response to comment 24. Please tell us whether updated
graphic
information on greenhouse emissions and plastic packaging volume is
available for 2021.
Value Proposition to Partners, page 233
5. We note your response to comment 25 and your revised disclosure. In
particular, we note
your statement that revenue from the Target channel is an immaterial
percentage of total
revenue for any quarterly or annual period since the relationship with
Target commenced
in April 2021 and, as such, none of your contracts with Target are
material. Please provide
us with your assessment of the materiality of your Target relationship
in qualitative terms.
In this regard, we note your disclosures on page 234 and throughout
the prospectus that
the future of CPG purchasing is omnichannel and that you
kicked off [y]our expansion
into brick-and-mortar retail in April 2021 . . . in a nationwide
partnership both in store and
on Target.com. We also note your disclosure on page 248 that
[o]ur products are in all
Target stores across the United States, in over 1,900 retail doors. .
.. . We believe our retail
strategy will generate additional brand awareness and drive
significant household
penetration by introducing tens of millions of consumers to Grove Co.
and our suite of
Grove Brands."
You may contact Patrick Kuhn at (202) 551-3308 or Joel Parker at (202)
551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Dietrich King at (202) 551-8071 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services