From VG Acquisition Corp. to Chrome Holding Co.

analysisThe SEC's EDGAR record for Central Index Key 0001804591 names the registrant Chrome Holding Co., a Delaware corporation with employer identification number 871240344, a fiscal year ending March 31 and the industry code 2834 (pharmaceutical preparations); when retrieved it listed no trading symbols or exchanges. EDGAR gives its earlier names as Bleecker Street Acquisition Corp. (March 6 to August 12, 2020), VG Acquisition Corp. (September 16, 2020 to June 17, 2021) and 23andMe Holding Co. (June 21, 2021 to August 4, 2025). EDGAR's end date for the 23andMe name is earlier than the August 14, 2025 effective date of the Delaware name change that the company itself reported. ^{1 2}

analysisThe listed company that filed for Chapter 11 as 23andMe Holding Co. is therefore the former VG Acquisition Corp.: its post-merger filings define it as "23andMe Holding Co. (formerly known as VG Acquisition Corp.)", while the genetic-testing business founded in 2006 is 23andMe, Inc., its subsidiary and accounting predecessor. On and effective August 14, 2025 the holding company filed a certificate of amendment in Delaware changing its name to Chrome Holding Co.; its Form 8-K said the change did not affect stockholders' rights. The disclosure statement of August 2025 explains that, in connection with the sale to TTAM and as the purchase agreement and sale order contemplated, the debtors stopped using the 23andMe trademark: 23andMe, Inc. became ChromeCo, Inc. and 23andMe Pharmacy Holdings, Inc. became Chrome Pharmacy Holdings, Inc. ^{3 4 5 2}

analysisVG Acquisition Corp. (VGAC) was incorporated in the Cayman Islands on February 19, 2020 as a blank check company to effect a business combination. It completed its initial public offering on October 6, 2020, selling 50,855,000 units at $10.00 each, including units sold to the underwriters on October 16, 2020 under their over-allotment option. ¹

analysisIts sponsor, VG Acquisition Sponsor LLC, held all 12,623,750 founder shares: 99.29% of the Class B ordinary shares and 19.86% of all ordinary shares, and before the business combination only founder-share holders could vote on directors. Corvina Holdings Limited, a British Virgin Islands company wholly owned by Virgin Group Holdings Limited, was the sponsor's sole managing member and manager; Virgin Group Holdings was owned by Sir Richard Branson, who could appoint and remove its management and may be deemed the indirect beneficial owner of the sponsor's shares. The sponsor, Corvina, Virgin Group Holdings and Branson reported the same 19.86% holding jointly on Schedule 13G for December 31, 2020. ^{1 2}

analysisThe chain changed after the company's Virgin period. A Schedule 13D amendment filed on November 3, 2023 for Virgin Galactic Holdings, not for this company, records that on November 1, 2023 Branson transferred all ordinary shares of Virgin Group Holdings to BFT (PTC) Limited as trustee of trusts for members of his family and related philanthropic causes; BFT CLG (PTC) Limited may remove and replace the trustee's directors, and Branson, who owns all its 'A' membership interests, may be deemed to control it. ³

analysisJosh Bayliss, chief executive officer of the Virgin Group since 2011, was VGAC's chief executive officer and a director, and Evan Lovell, the group's chief investment officer since 2012, its chief financial officer and a director, both since February 2020; each held the same posts at the sister blank check companies VGAC II and VGAC III, and Lovell had been on Virgin Galactic's board since 2017. The other directors were Teresa Briggs, a former Vice Chair of Deloitte LLP who chaired the audit committee; James B. Lockhart III, former Vice Chairman of WL Ross & Co. and former Director of the Federal Housing Finance Agency; and Douglas R. Brown, founder of AquaVenture Holdings and former chief executive of Ionics. All of VGAC's officers and directors left when the business combination closed, except that Lovell was elected to the combined company's board. ^{1 4}

analysisVGAC and 23andMe announced their merger agreement on February 4, 2021. The joint release valued 23andMe at an enterprise value of about $3.5 billion and expected up to $759 million of gross proceeds, from up to $509 million in VGAC's trust account and a $250 million private placement (PIPE) at $10.00 a share; Branson and Anne Wojcicki were each to invest $25 million in the PIPE, and existing 23andMe shareholders would own 81% of the combined company. These were the terms expected at signing. PIPE investors subscribed for 25,000,000 Class A shares, an affiliate of the sponsor taking 2,500,000 and the Anne Wojcicki Foundation buying 2,500,000; holders of 16,667,061 VGAC Class A shares redeemed them. ^{1 2}

analysisAt VGAC's extraordinary general meeting on June 10, 2021, with about 54.71% of the ordinary shares represented, shareholders approved the business combination (30,391,593 votes for, 3,265,415 against and 1,121,337 abstentions), the move to Delaware with the new name, and Class B common stock carrying ten votes per share. The holders of the 12,713,750 Class B ordinary shares elected Roelof Botha, Patrick Chung, Richard Scheller, Neal Mohan, Peter Taylor, Anne Wojcicki and Evan Lovell as directors of the combined company. ³

analysisOn June 16, 2021 VGAC deregistered in the Cayman Islands, was domesticated in Delaware as 23andMe Holding Co., and its subsidiary Chrome Merger Sub, Inc. merged into 23andMe, Inc., which survived as a wholly owned subsidiary. Immediately afterwards 92,655,484 Class A shares, 313,759,355 Class B shares and 25,065,665 warrants were outstanding. The chief restructuring officer later put the merger's gross proceeds at about $592 million. ^{2 4}

analysisAfter the merger the Class A stock and warrants traded on The Nasdaq Global Select Market as ME and MEUSW; by March 2025 the Class A stock was registered on The Nasdaq Capital Market. On March 24, 2025 Nasdaq notified the company that, following the Chapter 11 filing, its securities would be delisted, which took effect on March 31, 2025; the stock then traded over the counter, and on July 25, 2025 about 25,431,244 Class A and 2,110,250 Class B shares were outstanding. The last filing in the EDGAR record is a Form 15-12G of December 4, 2025, the notice used to terminate the registration of a class of securities. ^{1 2 3 4}

analysisThe Form 8-K of March 24, 2025 moved the principal executive office from 223 N. Mathilda Avenue, Sunnyvale, to 870 Market Street, Room 415, San Francisco; in 2026 the Wind-Down Debtor's service address in the case was 490 Post St., Suite 500 PMB 2065, San Francisco. Colorado's Secretary of State records ChromeCo, Inc., registered there as a foreign corporation on March 24, 2016 (ID 20161206900), as withdrawn on August 6, 2026, with its principal office at the Post Street address. ^{2 5 6}

analysisGLEIF's record for legal entity identifier 529900FU5IIBCXYHHX25 gives the legal name Chrome Holding Co., the previous name 23andMe Holding Co., Delaware registration number 6006171, a legal address care of Corporation Service Company in Wilmington and a headquarters address still recorded in Sunnyvale. GLEIF's recording timestamps (creation on June 15, 2021, name change effective September 11, 2025) do not match the dates in the SEC filings exactly. A GLEIF search for "23andMe" on October 16, 2026 returned only this record and an unrelated Italian company in liquidation; no record for 23andMe, Inc. appeared, which does not prove that none exists. ^{7 8 1 9}

analysisA company-data aggregator's copy of the Delaware register, not the register itself, lists 23ANDME HOLDING CO. as company number 6006171, matching GLEIF, with Incorporating Services, Ltd as registered agent; it lists 23ANDME, INC. as number 4150436, with the holding company as parent and eight branch registrations in other states, some already under the ChromeCo name, and 23ANDME PHARMACY HOLDINGS, INC. as number 7632876. ^{10 11 12}