UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 or OR 15(d) ofOF ~~the~~ THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~February~~September 126, 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 File Number)		(IRS Employer Identification No.)

Floor 4, Willow House, Cricket Square

Floor 4, Willow House, Cricket Square
Grand Cayman, Cayman Islands	KY1-9010
(Address of principal executive offices)	(Zip Code)

Grand Cayman, Cayman Islands KY1-9010

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 971 427 01 400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-fifth of one Warrant to acquire one Class A Ordinary Share	VYGG.U	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-fifth of one Warrant to acquire one Class A ordinary share	VYGG.U	The New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	VYGG	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	VYGG	The New York Stock Exchange
Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	VYGG.W	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On ~~November~~September 1526, ~~2021~~2022, Vy Global Growth (the “Company”) ~~filed~~issued ~~its Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), which included in Note 2, Revision to Previously Reported Financial Statements (“Note 2”),~~ a ~~discussion~~press ofrelease ~~the~~announcing ~~revision~~it towill aredeem ~~portion~~all of ~~the Company’s previously issued financial statements for the classification of~~ its outstanding Class A ordinary shares, ~~subject~~par tovalue ~~redemption~~$0.0001, ~~issued~~effective as ~~part~~ of the ~~units~~close ~~sold~~of inbusiness ~~the~~on ~~Company’s~~October ~~initial public offering (“IPO”). As described in Note 2~~6, ~~upon its IPO~~2022, ~~the~~because ~~Company classified a portion of~~ the ~~Class A ordinary shares subject to redemption as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the~~ Company will not consummate an ~~its~~ initial business combination ~~only~~ ifwithin the ~~Company~~time ~~has~~period ~~net~~required ~~tangible~~by ~~assets~~its ofAmended atand ~~least~~Restated ~~$5,000,001.~~Memorandum ~~The Company’s management re-evaluated the conclusion~~ and ~~determined that~~Articles ~~the Class A ordinary shares subject to redemption included certain provisions that require classification~~ of ~~the~~Association. ~~Class~~ A ~~ordinary~~ ~~shares~~copy ~~subject to redemption as temporary equity regardless~~ of the ~~minimum~~press ~~net~~release ~~tangible~~is ~~assets~~attached ~~required~~hereto toas ~~complete~~Exhibit ~~the Company’s initial business combination~~99.1 Asand ais ~~result,~~incorporated ~~management~~herein ~~corrected the error~~ by ~~revising all Class A ordinary shares subject to redemption as temporary equity~~reference. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

~~Also~~In inaddition, ~~Note 2 of~~ the Company’s Q3issued ~~Form~~a ~~10-Q,~~letter into ~~connection with~~ the ~~change~~Company’s ininvestors. ~~presentation for the Class~~ A ~~ordinary~~copy ~~shares~~of ~~subject~~such ~~to possible~~letter ~~redemption,~~is ~~the~~attached ~~Company~~hereto ~~revised~~as ~~its~~Exhibit ~~earnings~~99.2 ~~per share calculation to allocate income~~ and ~~losses shared pro rata between the~~is ~~two~~incorporated ~~classes~~herein ofby ~~shares~~reference. ~~This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.~~

~~As described~~Item above, originally, the Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and revised its previously financial statements in Note 2 to its Q3 Form 10-Q9.01. ~~However,~~Financial ~~upon~~Statements ~~further consideration of the material nature of the changes, the Company determined the change in classification of the Class A ordinary shares subject to redemption~~ and ~~change to its presentation of earnings per share is material quantitatively and the Company should restate its previously issued financial statements~~Exhibits.

Therefore, on February 1, 2022, the audit committee of the board of directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management, that the Company’s previously issued (i) audited balance sheet as of October 6, 2020, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2020; (ii) audited financial statements for the annual period ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as amended (the “10-K”), filed with the SEC on March 31, 2021; (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 8, 2021; (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021; and (v) footnote 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Q3 Form 10-Q (collectively, the “Affected Periods”), should be restated and should no longer be relied upon. Similarly, other communications describing the Company’s financial statements and other related financial information covering the Affected Periods should no longer be relied upon.

Exhibit No.		Description
99.1*		Press release, dated September 26, 2022
99.2*		Letter to Investors, dated September 26, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Additionally, the~~* ~~Audit~~Furnished Committee determined that it is appropriate to file (i) an amendment to its Q3 Form 10-Q (the “Q3 Form 10-Q/A”), including restated unaudited interim financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021; (ii) a restated Note 2 to the unaudited interim financial statements and Item 4 of Part I of the Q3 Form 10-Q; and (iii) an amendment to its 10-K, including restated audited financial statements for the year ended December 31, 2020 and a restated audited balance sheet as of October 6, 2020, in each case, reflecting the restatement of the Class A ordinary shares subject to redemption and the change to its presentation of earnings per share, as soon as practicableherewith.

~~The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.~~SIGNATURE

~~After re-evaluation,~~Pursuant to the ~~Company’s~~requirements ~~management has concluded that in light~~ of the ~~errors described above, a material weakness existed in~~Securities ~~the~~Exchange ~~Company’s~~Act ~~internal~~of ~~control~~1934, ~~over financial reporting for complex securities during~~ the ~~Affected~~registrant ~~Periods~~has ~~and~~duly ~~that~~caused ~~the~~this ~~Company’s disclosure~~report ~~controls and procedures were not effective. The Company’s remediation plan with respect~~ to ~~such material weakness will~~ be ~~described~~signed inon ~~more~~its ~~detail~~behalf inby the Q3undersigned ~~Form~~hereunto ~~10-Q/A~~duly authorized.

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, P.C., the Company’s independent registered public accounting firm.

	Vy Global Growth

	By:	/s/ Katja Lake
		Name:	Katja Lake
		Title:	Chief Financial Officer

Dated: September 26, 2022

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Vy Global Growth
	By:	/s/ John Hering
		Name:	John Hering
		Title:	Chief Executive Officer
Dated: February 2, 2022

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