Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
On November 16, 2021, after consultation with Marcum LLP, the independent
registered public accounting firm (the "Independent Accountants") of NextGen
Acquisition Corp. II (the "Company" or "NextGen"), the Company's management and
the Audit Committee of the Company's Board of Directors (the "Audit Committee")
concluded that its previously issued financial statements as of March 25, 2021,
March 31, 2021 and June 30, 2021 and for the periods from January 11, 2021
(inception) through March 31, 2021, from January 11, 2021 (inception) through
June 30, 2021, and the three months ended June 30, 2021 (the "Relevant
Periods"), should no longer be relied upon because of certain errors relating to
the classification between temporary equity and permanent equity of the
Company's Class A ordinary shares subject to possible redemption.
In accordance with the Securities and Exchange Commission and its staff's
guidance on redeemable equity instruments, ASC 480-10-S99, redemption provisions
not solely within the control of the Company require ordinary shares subject to
redemption to be classified outside of permanent equity. The Company had
previously classified a portion of its Class A ordinary shares in permanent
equity. The Company has determined that it is appropriate to restate its
previously issued financial statements for the Relevant Periods to present all
redeemable Class A ordinary shares as temporary equity and to recognize
accretion from the initial book value to redemption value at the time of its
initial public offering (including exercise of the over-allotment option).
Considering such restatement, the previously issued financial statements for the
Relevant Periods should no longer be relied upon. The Company will file its
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021,
which will include the restated financial statements for the Relevant Periods.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the
Independent Accountants.
IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This document is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the potential
transaction between Vieco USA, Inc. ("Vieco USA") and NextGen and shall not
constitute an offer to sell or a solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. In
connection with the proposed transaction, NextGen filed a registration statement
on Form S-4 with the SEC on September 16, 2021, as amended by Amendment No. 1 to
the registration statement on Form S-4 with the SEC on October 29, 2021, which
includes a document that serves as a prospectus and proxy statement of NextGen
(the "proxy statement/prospectus"). The proxy statement/prospectus will be sent
to all NextGen shareholders. NextGen also will file other documents regarding
the proposed transaction with the SEC. This communication does not contain all
the information that should be considered concerning the proposed transaction
and is not intended to form the basis of any investment decision or any other
decision in respect of the proposed transaction. Before making any voting or
investment decision, investors and security holders of NextGen are urged to read
the registration statement, the proxy statement/prospectus included therein and
all other relevant documents filed or that will be filed with the SEC in
connection with the proposed transaction as they become available because they
will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of the registration
statement, the proxy statement/prospectus included therein and all other
relevant documents filed or that will be filed with the SEC by NextGen through
the website maintained by the SEC at www.sec.gov.
The documents filed by NextGen with the SEC also may be obtained free of charge
at NextGen's website at https://www.nextgenacq.com/nextgen-ii.html or upon
written request to 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431.
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Participants in Solicitation
NextGen and Vieco USA and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from NextGen's
shareholders in connection with the proposed transaction. A list of the names of
the directors and executive officers of NextGen and information regarding their
interests in the business combination is set forth in NextGen's registration
statement on Form S-1 (File No. 333-253848) filed with the SEC on March 25,
2021. Additional information regarding the interests of those persons and other
persons who may be deemed participants in the proposed transaction may be
obtained by reading the proxy statement/prospectus. You may obtain a free copy
of this document as described in the preceding paragraph.
Cautionary Statement Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of
the federal securities laws, including with respect to the filing of the
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021
and the proposed transaction between Vieco USA and NextGen. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be," "will
continue," "will likely result," and similar expressions. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the transaction may
not be completed in a timely manner or at all, which may adversely affect the
price of NextGen's securities, (ii) the risk that the transaction may not be
completed by NextGen's business combination deadline and the potential failure
to obtain an extension of the business combination deadline if sought by
NextGen, (iii) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the Agreement and Plan of Merger (as it
may be further amended, the "Merger Agreement"), dated August 22, 2021, among
NextGen, Pulsar Merger Sub, Inc., and Vieco USA, by the shareholders of NextGen,
the availability of the minimum amount of cash available in the trust account in
which substantially all of the proceeds of NextGen's initial public offering and
private placements of its warrants have been deposited following redemptions by
NextGen's public shareholders and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction, (v) the inability to complete
the PIPE investment in connection with the transaction, (vi) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the Merger Agreement, (vii) the effect of the announcement or pendency of the
transaction on Vieco USA's business relationships, operating results, and
business generally, (viii) risks that the proposed transaction disrupts current
plans and operations of Vieco USA and potential difficulties in Vieco USA
employee retention as a result of the transaction, (ix) the outcome of any legal
proceedings that may be instituted against Vieco USA or against NextGen related
to the Merger Agreement or the proposed transaction, (x) the ability to maintain
the listing of NextGen's securities on a national securities exchange, (xi) the
price of NextGen's securities may be volatile due to a variety of factors,
including changes in the competitive and regulated industries in which NextGen
plans to operate or Vieco USA operates, variations in operating performance
across competitors, changes in laws and regulations affecting NextGen's or Vieco
USA's business, Vieco USA's inability to implement its business plan or meet or
exceed its financial projections and changes in the combined capital structure,
(xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize
additional opportunities, (xiii) the ability of Vieco USA to implement its
strategic initiatives and continue to innovate its existing products, (xiv) the
ability of Vieco USA to defend its intellectual property, (xv) the ability of
Vieco USA to satisfy regulatory requirements, (xvi) the impact of the COVID-19
pandemic on Vieco USA's and the combined company's business and (xvii) the risk
of downturns in the commercial launch services, satellite and spacecraft
industry. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described
in the "Risk Factors" section of NextGen's registration statement on Form S-1
(File No. 333-253848), the registration statement on Form S-4 discussed above,
the proxy statement/prospectus included therein and other documents filed or
that may be filed by NextGen from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Vieco USA and NextGen assume no obligation and
do not intend to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither Vieco USA nor
NextGen gives any assurance that either Vieco USA or NextGen, or the combined
company, will achieve its expectations.
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