VYGG.U / Vy Global Growth Units, each consisting of one Class A ordinary share and one-fourth of a redeemable - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

VYGG / Vy Global Growth / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 vygg13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vy Global Growth (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G9444H100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

VYGG / Vy Global Growth / Alyeska Investment Group, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 17, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Vy Global Growth Will Redeem Public Shares

Exhibit 99.1 Vy Global Growth Will Redeem Public Shares Grand Cayman, Cayman Island, September 26, 2022 ? Vy Global Growth (the ?Company?) (NYSE: VYGG.U, VYGG, VYGG.W), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the ?Public Shares?), effective as of the close of business on October 6, 2022, as the Co

Vy Global Growth SHAREHOLDER LETTER

Exhibit 99.2 Vy Global Growth SHAREHOLDER LETTER Dear Partners, In October of 2020 we took Vy Global Growth (VYGG) public on the New York Stock Exchange, raising $575 million dollars, with the intention of partnering with world class founders of private technology companies and helping them on their path to becoming a public company. We pledged $100 million of our own capital to any potential tran

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2022 Vy Global Growth (Exact name of registrant as specified in its charter) Cayman Islands 001-39588 00-0000000 (State or other jurisdiction of incorporation) (Commissi

VYGG / Vy Global Growth / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vy Global Growth (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G9444H100 (CUSIP Number) August 26, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of the Registrant’s Securities*

Exhibit 4.5 ? DESCRIPTION OF SECURITIES ? The following summary of the material terms of the securities of Vy Global Growth (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhib

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K ? Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of the Registrant’s Securities*

Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Vy Global Growth (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39588 Vy Glo

VYGG / Vy Global Growth / Alyeska Investment Group, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

VYGG / Vy Global Growth / Weiss Asset Management LP Passive Investment

CUSIP NO. G9444H100 SCHEDULE 13G PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Vy Global Growth - (Name of Issuer) Class A ordinary share, par value $0.0001 per share - (Title of Class of Securities) G94

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 Vy Global Growth (Exact name of registrant as specified in its charter) Cayman Islands 001-39588 00-0000000 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? 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 specifie

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 25, 2021 Vy Global Growth (Exact name of registrant as specified in its charter) Cayman Islands 001-39588 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Vy Global Growth Announces Receipt of Expected NYSE Notice Regarding Delayed Form 10-Q Filing

Exhibit 99.1 Vy Global Growth Announces Receipt of Expected NYSE Notice Regarding Delayed Form 10-Q Filing NEW YORK, June 4, 2021?Vy Global Growth (the ?Company?) announced today that it received a notice from the New York Stock Exchange (the ?NYSE?) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual because the Company has not timely filed its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Vy Global Growth (Exact name of registrant as specified in its charter) Ca

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 26, 2021 Vy Global Growth (Exact name of registrant as specified in its charter) Cayman Islands 001-39588 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Description of the Registrant’s Securities.*

Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Vy Global Growth (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39588 Commission File Number (Check One): ? Form 10-K ? Form 20-F ?Form 11-K x Form 10-Q and Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on

Description of the Registrant’s Securities.*

Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Vy Global Growth (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit t

Code of Ethics*

Exhibit 14.1 CODE OF CONDUCT AND ETHICS OF Vy Global Growth Adopted: October 1, 2020 The Board of Directors of Vy Global Growth, a Cayman Islands exempted company (the ?Company?), has adopted this Code of Ethics (this ?Code?) to provide value for our shareholders; and ? To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ? To prompt fu

Annual Report - FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vy Global Growth

SC 13G 1 alyeska-vygg123120.htm SCHEDULE 13G HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vy Global Growth (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9444H100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) VY GLOBAL GROWTH (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) VY GLOBAL GROWTH (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9444H100 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 VY GLOBAL GROWTH (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9444

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 VY GLOBAL GROWTH (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G9444H100 (CUSIP Number) DECEMBER 15, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant

VY GLOBAL GROWTH SECURITIES TO COMMENCE SEPARATE TRADING

Exhibit 99.1 FOR IMMEDIATE RELEASE: VY GLOBAL GROWTH SECURITIES TO COMMENCE SEPARATE TRADING Grand Cayman, Cayman Islands (November 18, 2020) – Vy Global Growth (NYSE: VYGG.U) (the “Company”) announced today that separate trading of its Class A ordinary shares and warrants underlying the Company’s units would commence on or about November 20, 2020. The Class A ordinary shares and warrants will tra

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2020 Vy Global Growth (Exact name of registrant as specified in its charter) Cayman Islands 001-39588 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ¨ 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 spec

VY GLOBAL GROWTH

Exhibit 99.1 VY GLOBAL GROWTH Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Vy Global Growth Opinion on the Financial Statement We have audited the accompanying balance sheet of Vy Global Growth (the "Company") as of October 6, 2

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2020 Vy Global Growth (Exact name of registrant as specified in its charter) Cayman Islands 001-39588 (State or other jurisdiction of incorporation or organization)

Letter Agreement, by and among the Company, the Sponsor and each director and officer of the Company.(1)

Exhibit 10.5 October 6, 2020 Vy Global Growth Floor 4, Willow House, Cricket Square Grand Cayman, KY1-9010 Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Com

Amended and Restated Memorandum and Articles of Association (1)

Exhibit 3.1 Companies Law (as revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VY GLOBAL GROWTH Adopted by special resolution EFFECTIVE on 6 October 2020 Companies Law (as revised) Company Limited by ShareS Amended and Restated Memorandum of Association of VY GLOBAL GROWTH Adopted by special resolution on 6 October 2020 1 The name of the Company is

Registration and Shareholder Rights Agreement, by and among the Company, the Sponsor and the Holders signatory.(1)

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2020, is made and entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”), Vy Global Growth Management Co., a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2020 Vy Global Growth (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-39588

Private Placement Warrants Agreement between the Company and the Sponsor.(1)

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 1, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”) and Vy Global Growth Management Co., a Cayman Islands limit

Warrant Agreement, between the Company and Continental Stock Transfer & Trust Company. (1)

Exhibit 4.1 WARRANT AGREEMENT Vy Global Growth and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 1, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated October 1, 2020, is by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). W

Investment Management Trust Agreement, between the Company and Continental Stock Transfer & Trust Company(1)

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 1, 2020 by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-248

Administrative Services Agreement, between the Company and the Sponsor.

Exhibit 10.4 Vy Global Growth October 1, 2020 Vy Global Growth Management Co. Floor 4, Willow House, Cricket Square Grand Cayman, KY1-9010 Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities

Underwriting Agreement, by and among the Company and Morgan Stanley & Co. LLC, and Deutsche Bank Securities Inc. as representatives of the underwriters.

Exhibit 1.1 EXECUTION VERSION 50,000,000 Units Vy Global Growth UNDERWRITING AGREEMENT October 1, 2020 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representatives of the several Underwriters Ladies and Gentlemen: Vy Global Growth, a Cayman Islands exempted company (the “Company”), proposes, subject to the

$500,000,000 Vy Global Growth 50,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-248814 PROSPECTUS $500,000,000 Vy Global Growth 50,000,000 Units Vy Global Growth is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinat

- 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vy Global Growth (Exact Name of Registrant as Specified in Its Charter) Cayman Islands (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Floor 4, Willow House, Cricket Square G

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.4 4 tm2029689d3ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT Vy Global Growth and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such cap

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. [] (the “Regi

Form of Private Placement Warrant Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”) and Vy Global Growth Management Co., a Cayman Islands limited liab

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 30, 2020.

Specimen Unit Certificate.*

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U-[] Vy Global Growth SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP[] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-fifth OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.*

Exhibit 10.8 [], 2020 Vy Global Growth Floor 4, Willow House, Cricket Square Grand Cayman, KY1-9010 Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”),

Form of Underwriting Agreement.*

Exhibit 1.1 50,000,000 Units Vy Global Growth UNDERWRITING AGREEMENT [•], 2020 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representatives of the several Underwriters Ladies and Gentlemen: Vy Global Growth, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions sta

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. [] (the “Regi

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 Companies Law (as revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VY GLOBAL GROWTH Adopted by special resolution EFFECTIVE on [ ] 2020 Companies Law (as revised) Company Limited by ShareS Amended and Restated Memorandum of Association of VY GLOBAL GROWTH Adopted by special resolution on [ ] 2020 1 The name of the Company is Vy Global Gr

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 25, 2020.

Form of Underwriting Agreement.*

Exhibit 1.1 50,000,000 Units Vy Global Growth UNDERWRITING AGREEMENT [•], 2020 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representatives of the several Underwriters Ladies and Gentlemen: Vy Global Growth, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions sta

Memorandum and Articles of Association.**

Exhibit 3.1 Vy Global Growth Memorandum and Articles of Association Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands campbellslegal.com (19036-33619) Auth Code: C23014442709 www.verify.gov.ky Vy Global Growth Companies Law (as revised) Company Limited by Shares Memorandum of Association 1 Company Name The name of the Company is Vy Global Growth. 2 Registered Office The re

Consent of Hugo Barra.**

Exhibit 99.4 Consent of Director Nominee Vy Global Growth is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its units. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Specimen Unit Certificate. (2)

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U-[] Vy Global Growth SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP[] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-QUARTER OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”),

Form of Administrative Services Agreement between the Registrant and the Sponsor.**

Exhibit 10.5 Vy Global Growth [●], 2020 Vy Global Growth Management Co. Floor 4, Willow House, Cricket Square Grand Cayman, KY1-9010 Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Vy

Consent of Julie Herendeen.**

Exhibit 99.6 Consent of Director Nominee Vy Global Growth is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its units. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Promissory Note, dated as of August 19, 2020, issued to the Sponsor.**

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT Vy Global Growth and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it i

Consent of Justin Kan.**

Exhibit 99.1 Consent of Director Nominee Vy Global Growth is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its units. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Consent of Javier Olivan.**

Exhibit 99.2 Consent of Director Nominee Vy Global Growth is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its units. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Specimen Ordinary Share Certificate.**

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES VY GLOBAL GROWTH INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF VY GLOBAL GROWTH (THE “COMPANY”) subject to the Company’s amended

Securities Subscription Agreement, dated August 19, 2020, between the Registrant and the Sponsor.**

Exhibit 10.7 Vy Global Growth August 19, 2020 Vy Global Growth Management Co. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on August 19, 2020 by and between Vy Global Growth Management Co., a Cayman Islands limited liability company (the “Subscriber” or “you”), and Vy Global Growth,

Consent of Steve Huffman.**

Exhibit 99.3 Consent of Director Nominee Vy Global Growth is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its units. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Consent of Sujay Jaswa.**

Exhibit 99.5 Consent of Director Nominee Vy Global Growth is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its units. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.

Exhibit 10.8 [], 2020 Vy Global Growth Floor 4, Willow House, Cricket Square Grand Cayman, KY1-9010 Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”),

Form of Indemnity Agreement.**

Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [], 2020 between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other capacities unless they are provid

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Vy Global Growth, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. [] (the “Regi

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.**

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”), Vy Global Growth Management Co., a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who herea

Specimen Warrant Certificate.**

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Vy Global Growth Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the “Warran

Registration Statement - S-1

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 15, 2020.

Form of Private Placement Warrant Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Vy Global Growth, a Cayman Islands exempted company (the “Company”) and Vy Global Growth Management Co., a Cayman Islands limited liab

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TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on August 31, 2020.