23andMe, Inc. entered into a definitive merger agreement to acquire VG Acquisition Corp. (NYSE:VGAC) from VG Acquisition Sponsor LLC and others in a reverse merger transaction for $5.8 billion on February 4, 2021. Each then-issued and outstanding class A ordinary share of VGAC will convert automatically into one share of class A common stock of VGAC and each then-issued and outstanding class B ordinary share of VGAC will convert automatically into one share of New 23andMe class A common stock, and each then-issued and outstanding common warrant of VGAC will convert automatically into one warrant to purchase one share of New 23andMe class A common stock. In connection with the business combination, VGAC will adopt a dual class stock structure pursuant to which (i) all stockholders of VGAC, other than the existing holders of 23andMe class B common stock and 23andMe preferred stock, will hold shares of New 23andMe class A common stock, which will have one vote per share, and (ii) the existing holders of 23andMe class B common stock and 23andMe preferred stock will hold shares of class B common stock of VGAC, which will have 10 votes per share. The New 23andMe class B common stock will be subject to conversion to New 23andMe class A common stock upon any transfers of New 23andMe class B common stock. The transaction is expected to deliver up to $759 million of gross proceeds through the contribution of up to $509 million of cash held in VG Acquisition Corp.'s trust account and a concurrent $250 million private placement (PIPE) of common stock, priced at $10 per share. Richard Branson, Founder of the Virgin Group, and Anne Wojcicki, Chief Executive Officer and Co-Founder of 23andMe, are each investing $25 million in the PIPE and are joined by leading institutional investors, including funds managed by Fidelity Management & Research Company LLC, Altimeter Capital, Casdin Capital and Foresite Capital. As per the amendment dated March 25, 2021, adds provisions that allow for the granting of restricted stock units of 23andMe and the treatment of such restricted stock units, specifying that all such restricted stock units will be assumed by VG Acquisition and converted into comparable restricted stock units in respect of the shares of Class A common stock of VG Acquisition, with a value determined in accordance with the merger agreement. The merger agreement amendment also revises the provisions of the merger agreement regarding the listing of the Class A common stock of VG Acquisition to provide that such Class A common stock of VG Acquisition will be listed on the Nasdaq Global Select Market (“Nasdaq”) or, if such Class A common stock is not listed on Nasdaq or eligible for continued listing on Nasdaq following the closing of the transactions contemplated by the merger agreement, the New York Stock Exchange. The transaction is funded through a combination of stock and cash financing. Current shareholders of 23andMe will own 81% of the combined company, VGAC will own 11% and VGAC sponsor will own 2% and PIPE will own 8%. VGAC's name will be changed to “23andMe Holding Co.” and VGAC will change its New York Stock Exchange (NYSE) ticker symbol, and the combined company's securities will trade under the ticker symbol “ME”. The transaction will be terminated by either VGAC or 23andMe if the Business Combination is not consummated by September 30, 2021.

After the closing of the business combination, the VGAC Board of Directors shall consist of nine Directors, of whom one individual shall be designated by VGAC, with the remaining eight individuals designated by 23andMe. If the Director election proposal is approved, the New 23andMe Board will consist of Roelof Botha, Patrick Chung, Richard Scheller, Neal Mohan, Anne Wojcicki, Evan Lovell, Steve Schoch who serves as Chief Financial Officer, and Kenneth Hillian who heads up the therapeutics unit. The obligations of VGAC and 23andMe to consummate the business combination are subject to certain closing conditions, including, but not limited to, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the approval of VGAC's and 23andMe's shareholders, effectiveness of registration statement, 23andMe shall have delivered to VGAC the financial statements required to be included in the completion 8-K, the approval for listing of New 23andMe class A common stock to be issued in connection with the business combination on the New York Stock Exchange, and VGAC having at least $5,000,001 of net tangible assets remaining after the closing of the business combination, the minimum available cash condition, the aggregate cash proceeds from VGAC's trust account, no consent, approval or authorization of, or designation, declaration to or filing with, notice to, or any other action by or in respect of, any governmental authority, together with the proceeds from the PIPE financing, equaling no less than $500,000,000 and fulfillment of other customary closing conditions. VGAC's Board resolved to recommend that VGAC's shareholders to vote in favour of the transaction and approve the agreement, the merger and the transactions contemplated by the agreement. VGAC's Board has unanimously approved this agreement. The business combination will be consummated only if the business combination proposal, the domestication proposal, the charter amendment proposal, the incentive equity plan proposal, the ESPP proposal, the Director election proposal, and the NYSE proposal are approved at the extraordinary general meeting. As of May 26, 2021, New 23andMe Class A Common Stock and New 23andMe Warrants will be listed on The Nasdaq Global Select Market. Trading is expected to begin on Nasdaq on June 17, 2021, under the new ticker symbol “ME” for the New 23andMe Class A Common Stock and “MEUSW” for the New 23andMe Warrants, following the consummation of the Business Combination, subject to final shareholder approval. The shareholder meeting of VGAC will take place on June 10, 2021. On May 14, 2021, the registration statement was declared effective by the Securities and Exchange Commission. On June 10, 2021, the shareholders of VG Acquisition Corp. voted to approve the transaction. More than 87% of the votes cast at the Special Meeting were in favor of the approval of the merger agreement. The transaction is expected to complete in second calendar quarter of 2021 and mid-2021. As of March 24, 2021, the transaction is expected to close in the second quarter of 2021. As of March 26, 2021, the transaction is expected to close in mid-2021. As of May 26, 2021, deal is expected to occur on June 16, 2021. Net proceeds used to fund cash to balance sheet will be used for growth initiatives.

Lee Hochbaum, Derek Dostal, William H. Aaronson, Adam Kaminsky, Pritesh P. Shah and William A. Curran of Davis Polk & Wardwell, LLP acted as legal advisors to VG Acquisition Corp. Marlee Myers, Todd Hentges, Howard Kenny, Celia Soehner, Cosimo Zavaglia, Barton Bassett, Harry Robins, and John Ferreira of Morgan, Lewis & Bockius LLP acted as legal advisors to 23andMe, Inc. Citigroup Global Markets Inc. is serving as lead financial advisor, capital markets advisor and placement agent to 23andMe. Credit Suisse Securities (USA) LLC acted as lead financial advisor, capital markets advisor and placement agent to VG Acquisition Corp. LionTree Advisors acted as financial advisor to VG Acquisition Corp. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to VG Acquisition Corp. and 23andMe, Inc. Morrow Sodali acted as the information agent for VG Acquisition Corp and will be paid a fee of $0.04 million.

23andMe, Inc. completed the acquisition of VG Acquisition Corp. (NYSE:VGAC) from VG Acquisition Sponsor LLC and others in a reverse merger transaction on June 16, 2021. As a result of the closing, the combined company is called 23andMeHolding Co. and will be traded on The Nasdaq Global Select Market (“Nasdaq”) beginning on June 17, 2021 under the new ticker symbol “ME” for its Class A Common shares and “MEUSW” for its public warrants.