United States securities and exchange commission logo





                             July 21, 2021

       Patrick Ford
       Chief Financial Officer and Secretary
       NextGen Acquisition Corp
       2255 Glades Road, Suite 324A
       Boca Raton, FL 33431

                                                        Re: NextGen Acquisition
Corp
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed June 25, 2021
                                                            File No. 333-256168

       Dear Mr. Ford:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-4

       Xos, page 2

   1.                                                   We note your response
to prior comment 1 and and your revised disclosure that as of
                                                        "June 1, 2021, we have
delivered 32 vehicles." Please also disclose how many vehicles
                                                        you expect to deliver
in 2021 and quantify the vehicles representing the 90% of the
                                                        aforementioned
contracted non-option orders by the end of 2022.
       Interests of NextGen's Directors and Executive Officers in the Business
Combination, page 12

   2.                                                   While we note your
revisions to our prior comments in this section describing the benefits
                                                        to the Sponsor and
NextGen's directors and executive officers in comparison to the
                                                        NextGen Shareholders
and warrant holders generally in the bullet points on pages 12
                                                        through 14. Please
revise the paragraph prior to your bullet point disclosure to summarize
 Patrick Ford
FirstName  LastNamePatrick
NextGen Acquisition Corp Ford
Comapany
July       NameNextGen Acquisition Corp
     21, 2021
July 21,
Page  2 2021 Page 2
FirstName LastName
         such benefits in a clear and direct manner.
Projected Financial Information, page 121

3.       We note your revisions in response to prior comment 13 regarding your
assumptions.
         Please expand your disclosure to identify other key assumptions beyond
the three you
         identify. For example, we note you reference "increased demand and
rate of sales orders;"
         an "increase of expected average sales price" and "an increase in
customer subscriptions"
         among other disclosures.
Unaudited Pro Forma Condensed Combined Financial Information, page 170

4.       We refer you to the third paragraph on page 170. Your disclosure
refers to the objectives
         of the preparation requirements under the legacy pro forma rules and
are no longer
         applicable under the amended rules. Please revise your disclosures
accordingly. Refer
         to Release No. 33-10786.
5.       Your pro forma income statements appear to be prepared assuming that
the conversion of
         Xos    notes payable occurred on January 1, 2020. Please revise to
include this information
         in the introductory paragraph, or explain how you believe adjustments
(CC), (DD), and
         (EE) comply with the requirements in Article 11 of Regulation S-X and
Release No. 33-
         10786.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 176

6.       Your response to prior comment 17 indicates that you revised your
presentation to
         reclassify the transaction fees from APIC to accumulated deficit. As
the business
         combination will be accounted for as a reverse recapitalization
transaction, qualifying
         transaction costs incurred by the target company should be charged
directly to equity. In
         this regard, please revise your presentation in the pro forma balance
sheet to reflect the
         adjustment for transaction costs against APIC. Refer to SAB Topic 5.A.
Additionally,
         revise the related disclosure in the notes to the pro forma financial
statement to be
         consistent with the presentation reflected in the pro forma balance
sheet (Note C).

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
Note (EE), page 178

7.       Please revise to reflect the recognized loss on extinguishment of
convertible debt in your
         pro forma income statement for the year ended December 31, 2020, if
prepared assuming
         that the conversion of Xos    notes payable occurred on January 1,
2020.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Patrick Ford
NextGen Acquisition Corp
July 21, 2021
Page 3

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Eiko Yaoita Pyles at 202-551-3587 or Jean Yu at
202-551-3587 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jay Mumford at 202-551-3637 or Jay Ingram at 202-551-3397 with any
other questions.



FirstName LastNamePatrick Ford                             Sincerely,
Comapany NameNextGen Acquisition Corp
                                                           Division of
Corporation Finance
July 21, 2021 Page 3                                       Office of
Manufacturing
FirstName LastName