8-K

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): November 17, 2020

NextGen Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39598	98-1550505
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

2255 Glades Road, Suite 324A Boca Raton, Fl	33431
(Address of principal executive offices)	(Zip Code)

(561) 208-8860

(Registrant’s telephone number, including area code)

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 Securities Exchange Act of 1934:

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-third of one redeemable warrant	NGACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	NGAC	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	NGACW	The Nasdaq Stock Market LLC

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 ☒

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 8.01 Other Events.

As previously reported on a Current Report on Form 8-K of NextGen Acquisition Corporation (the “Company”), on October 9, 2020, the Company consummated its initial public offering (the “IPO”) of 35,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $350,000,000. The Company granted the underwriters of the IPO (the “Underwriters”) a 45-day option to purchase up to an additional 5,250,000 units at the IPO price to cover over-allotments, if any. On November 13, 2020, the Underwriters partially exercised the over-allotment option and on November 17, 2020, purchased an additional 2,500,000 Units from the Company (the “Over-Allotment Units”), generating gross proceeds of $25,000,000, and forfeited the remainder of the option. 

As previously reported on a Current Report on Form 8-K of the Company, substantially concurrently with the closing of the IPO, the Company completed the private sale of 6,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, NextGen Sponsor LLC, generating gross proceeds to the Company of $9,000,000. In connection with the Underwriters’ partial exercise of their over-allotment option, the Sponsor purchased an additional 333,334 Private Placement Warrants (the “Additional Private Placement Warrants”), generating gross proceeds to the Company of approximately $500,000.

In connection with the closing and sale of the Over-Allotment Units and the Additional Private Placement Warrants (together, the “Over-Allotment Closing”), a total of $25,000,000 in proceeds from the Over-Allotment Closing (which amount includes $875,000 of the Underwriters’ deferred discount) was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of October 9, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Warrants has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on October 15, 2020. The Company’s unaudited pro forma balance sheet as of October 9, 2020, adjusted for the Over-Allotment Closing on November 17, 2020 is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.	Description of Exhibits
99.1	Unaudited Pro Forma Balance Sheet as of October 9, 2020.

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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.

		NextGen Acquisition Corporation
Date: November 17, 2020	By:	/s/ Patrick T. Ford
		Name:	Patrick T. Ford
		Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEXTGEN ACQUISITION CORPORATION

BALANCE SHEET

	October 9, 2020			Pro Forma Adjustments			As Adjusted
				(Unaudited)			(Unaudited)
Assets:
Current assets:
Cash	$	1,770,738		$	25,000,000	(a)	$	1,770,738
					500,002	(b)
					(500,000	)(c)
					(25,000,000	)(f)
Prepaid expenses		26,800			-			26,800
Total current assets		1,797,538			2			1,797,538
Cash held in Trust Account		350,000,000			25,000,000	(f)		375,000,000
Total Assets	$	351,797,538		$	25,000,000		$	376,797,538
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	252,799		$	-		$	252,799
Accrued expenses		75,000			-			75,000
Total current liabilities		327,799			-			327,799
Deferred underwriting commissions		12,250,000			875,000	(d)		13,125,000
Total liabilities		12,577,799			875,000			13,452,799
Commitments and Contingencies
Class A ordinary shares; 33,421,973 and 35,834,474 shares subject to possible redemption at $10.00 per share, actual and as adjusted		334,219,730			24,125,000	(e)		358,344,730
Shareholders’ Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-			-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,578,027 and 1,665,527 shares issued and outstanding (excluding 33,421,973 and 35,834,473 shares subject to possible redemption), actual and as adjusted		158			250	(a)		167
					(241	)(e)
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,062,500 and 9,375,000 shares issued and outstanding, actual and as adjusted (1)		1,006			(69	)(g)		937
Additional paid-in capital		5,038,954			24,999,750	(a)		5,039,014
					500,000	(b)
					(500,000	)(c)
					(875,000	)(d)
					(24,124,759	)(e)
					69	(g)
Accumulated deficit		(40,109	)		-			(40,109	)
Total shareholders’ equity		5,000,009			(8	)		5,000,009
Total Liabilities and Shareholders’ Equity	$	351,797,538		$	25,000,000		$	376,797,538

(1) This number includes up to 1,312,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On November 17, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Units and forfeited the remaining option; thus, an aggregate of 687,500 shares of Class B ordinary shares was forfeited accordingly.

The accompanying notes are an integral part of these financial statement.

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of NextGen Acquisition Corporation (the “Company”) as of October 9, 2020, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on November 17, 2020 as described below.

The Company consummated its initial public offering (the “IPO”) of 35,000,000 units (the “Units”) on October 9, 2020. Each Unit consisted of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $350.0 million. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 5,250,000 additional Units to cover over-allotments, if any. On November 13, 2020, the Underwriters partially exercised the over-allotment option and on November 17, 2020, purchased an additional 2,500,000 Units (the “Over-Allotment Units”), generating gross proceeds of $25.0 million, and incurred additional offering costs of approximately $1.4 million in underwriting fees (inclusive of approximately $875,000 in deferred underwriting fees) (the “Over-Allotment”).

Simultaneously with the closing of the IPO on October 9, 2020, the Company completed a private placement (the “Private Placement”) of an aggregate of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to NextGen Sponsor LLC, a Cayman Island exempted company (the “Sponsor”), generating proceeds of $9.0 million. Simultaneously with the closing of the Over-allotment on November 17, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 333,334 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $500,000. 

Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $375.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

In addition, the Sponsor agreed to forfeit up to 1,312,500 Class B common stock, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. The underwriters partially exercised their over-allotment option on November 17, 2020 and forfeited the remaining option; thus, an aggregate of 687,500 shares of Class B ordinary shares was forfeited accordingly.

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Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the private placement warrants described above are as follows:

	Pro Forma Entries	Debit		Credit
(a)	Cash	$	25,000,000
	Class A ordinary shares			$	250
	Additional paid-in capital			$	24,999,750
	To record sale of 2,500,000 Over-Allotment Units at $10.00 per Unit
(b)	Cash	$	500,000
	Additional paid-in capital			$	500,000
	To record sale of 333,334 Private Placement Warrants at $1.50 per warrant
(c)	Additional paid-in capital	$	500,000
	Cash			$	500,000
	To record payment of 2% of cash underwriting fee on overallotment option
(d)	Additional paid-in capital	$	875,000
	Deferred underwriting commissions			$	875,000
	To record additional deferred underwriting fee on overallotment option
(e)	Class A ordinary shares	$	241
	Additional paid-in capital	$	24,124,759
	Class A ordinary shares subject to possible redemption			$	24,125,000
	To reclassify Class A ordinary shares out of permanent equity into mezzanine redeemable stock
(f)	Cash	$	25,000,000
	Trust account			$	25,000,000
	To transfer $10.00 per Additional Shares to Trust Account
(g)	Class B ordinary shares	$	69
	Additional paid-in capital			$	69
	To record forfeiture of 687,500 Founder Shares by the Sponsor

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