VORB / Virgin Orbit Holdings Inc - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

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): July 31, 2023 Virgin Orbit Holdin

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): July 31, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40267 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified

THIRD AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT

Execution Version THIRD AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT This THIRD AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT, dated as of June 1, 2023 (this “Third Amendment”), among Virgin Orbit Holdings, Inc.

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): June 1, 2023 Virgin Orbit Holding

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): June 1, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commissio

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): June 2, 2023 Virgin Orbit Holding

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): June 2, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commissio

ASSET PURCHASE AGREEMENT BY AND AMONG VIRGIN ORBIT HOLDINGS, INC., AS THE SELLER, EACH OF THE AFFILIATES OF THE SELLER LISTED ON SCHEDULE I AND INLIPER ACQUISITION, LLC AND LIQUIDITY SERVICES OPERATIONS, LLC, AS THE BUYER DATED AS OF MAY 24, 2023

ASSET PURCHASE AGREEMENT BY AND AMONG VIRGIN ORBIT HOLDINGS, INC., AS THE SELLER, EACH OF THE AFFILIATES OF THE SELLER LISTED ON SCHEDULE I AND INLIPER ACQUISITION, LLC AND LIQUIDITY SERVICES OPERATIONS, LLC, AS THE BUYER DATED AS OF MAY 24, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Construction 15 Article II PURCHASE AND SALE 15 Section 2.1 Purchase

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): May 23, 2023 Virgin Orbit Holding

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): May 23, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commissio

ASSET PURCHASE AGREEMENT BY AND AMONG VIRGIN ORBIT HOLDINGS, INC., AS THE SELLER, EACH OF THE AFFILIATES OF THE SELLER LISTED ON SCHEDULE I AND LAUNCHER INC., AS THE BUYER DATED AS OF MAY 24, 2023

ASSET PURCHASE AGREEMENT BY AND AMONG VIRGIN ORBIT HOLDINGS, INC., AS THE SELLER, EACH OF THE AFFILIATES OF THE SELLER LISTED ON SCHEDULE I AND LAUNCHER INC., AS THE BUYER DATED AS OF MAY 24, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Construction 12 ARTICLE II PURCHASE AND SALE 12 Section 2.1 Purchase and Sale of Assets 12 Section 2.2 Excluded Assets 14 S

ASSET PURCHASE AGREEMENT BY AND AMONG VIRGIN ORBIT HOLDINGS, INC., AS THE SELLER, EACH OF THE AFFILIATES OF THE SELLER LISTED ON Schedule I ROCKET LAB USA, INC., AS THE BUYER DATED AS OF MAY 23, 2023 TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT BY AND AMONG VIRGIN ORBIT HOLDINGS, INC., AS THE SELLER, EACH OF THE AFFILIATES OF THE SELLER LISTED ON Schedule I AND ROCKET LAB USA, INC., AS THE BUYER DATED AS OF MAY 23, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 9 ARTICLE II PURCHASE AND SALE 9 Section 2.1 Purchase and Sale of Assets 9 Section 2.2 Excluded As

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): May 16, 2023 Virgin Orbit Holding

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): May 16, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commissio

STALKING HORSE ASSET PURCHASE AGREEMENT BY AND AMONG VIRGIN ORBIT HOLDINGS, INC., AS THE SELLER, EACH OF THE AFFILIATES OF THE SELLER LISTED ON SCHEDULE I AND STRATOLAUNCH, LLC, AS THE BUYER DATED AS OF MAY 16, 2023

EXECUTION VERSION STALKING HORSE ASSET PURCHASE AGREEMENT BY AND AMONG VIRGIN ORBIT HOLDINGS, INC.

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): March 30, 2023 Virgin Orbit Holdi

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): March 30, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commiss

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): May 15, 2023 Virgin Orbit Holding

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): May 15, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commissio

$74,100,000 SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT Dated as of April 6, 2023, VIRGIN ORBIT HOLDINGS, INC., as Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as Borrower, The Lenders from

$74,100,000 SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT Dated as of April 6, 2023, Among VIRGIN ORBIT HOLDINGS, INC.

FIRST AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT

Execution Version FIRST AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT This FIRST AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN- POSSESSION TERM LOAN CREDIT AGREEMENT, dated as of May 1, 2023 (this “First Amendment”), among Virgin Orbit Holdings, Inc.

SECOND AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT

SECOND AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT This SECOND AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT, dated as of May 15, 2023 (this “Second Amendment”), among Virgin Orbit Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 vorb-12bx252023q110xqfinal.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40267 CUSIP Number: 92771A 101 (Check one): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of inco

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): April 20, 2023 Virgin Orbit Holdi

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): April 20, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commiss

VIRGIN ORBIT FILES CHAPTER 11 PLAN AND RELATED DISCLOSURE STATEMENT

VIRGIN ORBIT FILES CHAPTER 11 PLAN AND RELATED DISCLOSURE STATEMENT Provides Path to Complete Value-Maximizing Sale Process LONG BEACH, CA – (APR.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40267 Virgin Orbit Holdin

List of Subsidiaries.

Exhibit 21.2 Name of Subsidiary Jurisdiction Vieco USA, Inc. Delaware Virgin Orbit, LLC Delaware Virgin Orbit National Systems, LLC (formerly known as VOX Space, LLC) Delaware JACM Holdings, Inc. Delaware Virgin Orbit UK Limited United Kingdom Ground Station Mexico S.A. de C.V. Mexico Virgin Orbit Brasil Limitada Brazil

Subscription Agreement, dated February 28, 2023, by and between the Registrant and Virgin Investments Limited

Execution Version VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT February 28, 2023 TABLE OF CONTENTS Page Article 1 Authorization and Sale of the note securities Section 1.01 Authorization of the Note Securities. 1 Section 1.02 Sale of Note Securities. 2 Article 2 Closing Date; Delivery Section 2.01 Closing Date. 2 Section 2.02 Delivery and Payment. 2 A

Note Amendment, dated February 28, 2023, by and between the Registrant, guarantors named therein and Virgin Investments Limited.

VIRGIN ORBIT HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND VIRGIN INVESTMENTS LIMITED First Amendment Dated as of February 28, 2023 to Senior Secured Convertible Note due 2024, issued November 4, 2022 Senior Secured Convertible Note due 2024, issued December 19, 2022 Senior Secured Convertible Note due 2024, issued January 30, 2023 TABLE OF CONTENTS Page ARTICLE 1 Application Of Amendment Section

Senior Secured Convertible Note, dated February 28, 2023, by and between the Registrant and Virgin Investments Limite

THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS.

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 12 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in th

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 14 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in th

Virgin Orbit Announces Receipt of Nasdaq Delisting Notice

Virgin Orbit Announces Receipt of Nasdaq Delisting Notice LONG BEACH, CA – April 10, 2023 – Virgin Orbit Holdings, Inc.

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): April 4, 2023 Virgin Orbit Holdin

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): April 4, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commissi

Form of Debtor-in-Possession Credit Agreement

$74,100,000 SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT Dated as of April [●], 2023, Among VIRGIN ORBIT HOLDINGS, INC.

Termination and Debrand Agreement between the Company and Virgin Enterprises Limited

Virgin Orbit Holdings, Inc. 4022 E. Conant Street Long Beach CA 90808 April 2, 2023 Dear Sirs, Trade Mark Licence Agreement – VIRGIN ORBIT We refer to the Trade Mark Licence Agreement between Virgin Enterprises Limited (“VEL” or “we”) and Virgin Orbit Holdings, Inc. (“Virgin Orbit” or “you”), dated 29 December 2021, as amended by an agreement dated 28 March 2022 (the “TMLA”). Unless otherwise defi

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Virgin Orbit to Continue Sale Process Under Chapter 11 Protection Secures $31.6 million in Debtor in Possession Financing to Fund the Process LONG BEACH, CA – April 4, 2023 – Virgin Orbit Holdings, Inc. and its U.S. subsidiaries (the “Company” or “Virgin Orbit”), a responsive space launch provider, announced today that it commenced a voluntary proceeding under Chapter 11 of the U.S. Bankruptcy Cod

Independent Director Agreement between the Company and Jill Frizzley

INDEPENDENT DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (the “Agreement”) is made as of March 30, 2023, by and between Virgin Orbit Holdings, Inc.

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 13 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in th

Independent Director Agreement between the Company and Alan Carr

INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made as of March 30, 2023, by and between Virgin Orbit Holdings, Inc.

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 11 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in th

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): March 30, 2023 Virgin Orbit Holdi

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): March 30, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40267 CUSIP Number: 92771A101 (Check one): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2022 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Fo

VORB / Virgin Orbit Holdings Inc / Virgin Investments Ltd - FORM SC 13D/A Activist Investment

SC 13D/A 1 dp191787sc13da-5.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5)* Virgin Orbit Holdings, Inc. (Name of Issuer) Common Stock, pa

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 10 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in th

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 12 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in th

Senior Secured Convertible Note, dated March 30, 2023, between Virgin Orbit Holdings, Inc. and Virgin Investments Limited

THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS.

, 2023, between Virgin Orbit Holdings, Inc. and Virgin Investments Limited

Execution Version VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT March 30, 2023 TABLE OF CONTENTS Page Article 1 Authorization and Sale of the note securities Section 1.01 Authorization of the Note Securities. 1 Section 1.02 Sale of Note Securities. 2 Article 2 Closing Date; Delivery Section 2.01 Closing Date. 2 Section 2.02 Delivery and Payment. 2 Arti

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): March 30, 2023 Virgin Orbit Holdi

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): March 30, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commiss

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 11 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in th

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 9 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in thi

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): March 22, 2023 Virgin Orbit Holdi

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): March 22, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commiss

Amendment No. 1, dated March 22, 2023, to Convertible Debenture between Virgin Orbit Holdings, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 28, 2023).

AMENDMENT NO. 1 TO DEBENTURE This AMENDMENT NO. 1 is dated as of March 22, 2023 (this “Amendment”), and relates to that certain Convertible Debenture issued on June 29, 2022 (the “Debenture”) by Virgin Orbit Holdings, Inc. (the “Company”) to YA II PN, Ltd. (the “Holder” and together with the Company, the “Parties”). Capitalized terms used and not defined in this Amendment shall have the meanings a

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 8 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in thi

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 10 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in th

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): March 21, 2023 Virgin Orbit Holdi

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): March 21, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commiss

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): March 15, 2023 Virgin Orbit Holdi

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): March 15, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commiss

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 7 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in thi

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 9 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in thi

Executive Change in Control Severance Plan

VIRGIN ORBIT HOLDINGS, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN Virgin Orbit Holdings, Inc., a Delaware corporation (the “Company”), has adopted this Virgin Orbit Holdings, Inc. Executive Change in Control Severance Plan, including the attached Exhibits (the “Plan”), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth her

Other Events

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): March 15, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commiss

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): February 28, 2023 Virgin Orbit Ho

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): February 28, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Comm

VIRGIN ORBIT HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND VIRGIN INVESTMENTS LIMITED First Amendment Dated as of February 28, 2023 to Senior Secured Convertible Note due 2024, issued November 4, 2022 Senior Secured Convertible Note due 2024, issued

VIRGIN ORBIT HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND VIRGIN INVESTMENTS LIMITED First Amendment Dated as of February 28, 2023 to Senior Secured Convertible Note due 2024, issued November 4, 2022 Senior Secured Convertible Note due 2024, issued December 19, 2022 Senior Secured Convertible Note due 2024, issued January 30, 2023 TABLE OF CONTENTS Page ARTICLE 1 Application Of Amendment Section

VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT February 28, 2023 TABLE OF CONTENTS

Execution Version VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT February 28, 2023 TABLE OF CONTENTS Page Article 1 Authorization and Sale of the note securities Section 1.01 Authorization of the Note Securities. 1 Section 1.02 Sale of Note Securities. 2 Article 2 Closing Date; Delivery Section 2.01 Closing Date. 2 Section 2.02 Delivery and Payment. 2 A

VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE

THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS.

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 6 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in thi

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 8 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in thi

VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT February 28, 2023 TABLE OF CONTENTS

Exhibit 15 VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT February 28, 2023 TABLE OF CONTENTS Page Article 1 Authorization and Sale of the note securities Section 1.01 Authorization of the Note Securities. 1 Section 1.02 Sale of Note Securities. 2 Article 2 Closing Date; Delivery Section 2.01 Closing Date. 2 Section 2.02 Delivery and Payment. 2 Article

VIRGIN ORBIT HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND Virgin Investments Limited First Amendment Dated as of February 28, 2023 to Senior Secured Convertible Note due 2024, issued November 4, 2022 Senior Secured Convertible Note due 2024, issued

EX-99.17 4 dp190139ex17.htm EXHIBIT 17 Exhibit 17 VIRGIN ORBIT HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND Virgin Investments Limited First Amendment Dated as of February 28, 2023 to Senior Secured Convertible Note due 2024, issued November 4, 2022 Senior Secured Convertible Note due 2024, issued December 19, 2022 Senior Secured Convertible Note due 2024, issued January 30, 2023 TABLE OF CONTEN

VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE

EX-99.16 3 dp190139ex16.htm EXHIBIT 16 Exhibit 16 THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND M

VORB / Virgin Orbit Holdings Inc / Virgin Investments Ltd - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4)* Virgin Orbit Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of S

onvertible Note, dated January 30, 2023, by and between the Registrant, guarantors named therein and Virgin Investments Limited (incorporated by reference to Exhibit 4.1

THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS.

and Virgin Investments Limited (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 1, 2023)

Execution Version SECURITY AGREEMENT dated as of January 30, 2023 among VIRGIN ORBIT HOLDINGS, INC.

Subscription Agreement, dated January 30, 2023, between Virgin Orbit Holdings, Inc. and Virgin Investments Limited

EX-10.1 3 vorb-subscriptionagreement.htm EX-10.1 Execution Version VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT January 30, 2023 TABLE OF CONTENTS ARTICLE 1 AUTHORIZATION AND SALE OF THE NOTE SECURITIES PAGE Section 1.01 Authorization of the Note Securities. 1 Section 1.02 Sale of Note Securities. 1 ARTICLE 2 CLOSING DATE; DELIVERY Section 2.01 Closin

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 30, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commi

VORB / Virgin Orbit Holdings Inc / Virgin Investments Ltd - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3)* Virgin Orbit Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of S

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 6 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in thi

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 4 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in thi

Other Events

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): January 12, 2023 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commi

JOINT FILING AGREEMENT

EX-99.1 2 tm231355d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Virgin Orbit Holdings, Inc, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k

VORB / Virgin Orbit Holdings Inc / YA II PN, Ltd. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE 13G Under the Securities Exchange Act of 1934 Virgin Orbit Holdings, Inc. (Name of Issuer) Common Shares, par value $0.0001 per share (Title of Class of Securities) 92771A101 (CUSIP Number) December 31, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to design

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): December 20, 2022 Virgin Orbit Ho

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): December 20, 2022 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Comm

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): December 19, 2022 Virgin Orbit Ho

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 5 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in thi

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): December 19, 2022 Virgin Orbit Ho

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): December 19, 2022 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Comm

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 3 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in thi

Subscription Agreement, dated December 19, 2022, between Virgin Orbit Holdings, Inc. and Virgin Investments Limited

EXECUTION VERSION VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT December 19, 2022 TABLE OF CONTENTS Page Article 1 Authorization and Sale of the note securities Section 1.01 Authorization of the Note Securities. 1 Section 1.02 Sale of Note Securities. 1 Article 2 Closing Date; Delivery Section 2.01 Closing Date. 2 Section 2.02 Delivery and Payment. 2 A

VORB / Virgin Orbit Holdings Inc / Virgin Investments Ltd - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(a) and Amendments Thereto Filed Pursuant to ? 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Virgin Orbit Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of S

onvertible Note, dated December 19, 2022, by and between the Registrant, guarantors named therein and Virgin Investments Limited (incorporated by reference to Exhibit 4.1

EXECUTION VERSION THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR APPLICABLE STATE SECURITIES LAWS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40267 Virg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40267 Vir

Convertible Note, dated November 4, 2022, by and between the Registrant, guarantors named therein and Virgin Investments Limited

THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR APPLICABLE STATE SECURITIES LAWS.

Subscription Agreement, dated November 4, 2022, by and between the Issuer, guarantors named therein and Virgin Investments Limited

Exhibit 8 EXECUTION VERSION VIRGIN ORBIT HOLDINGS, INC. SENIOR UNSECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT November 4, 2022 TABLE OF CONTENTS Page Article 1 Authorization and Sale of the note securities Section 1.01. Authorization of the Note Securities 1 Section 1.02. Sale of Note Securities 1 Article 2 Closing Date; Delivery Section 2.01. Closing Date. 2 Section 2.02. Delivery and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40267 Virgin Orbit Holdin

VORB / Virgin Orbit Holdings Inc / Virgin Investments Ltd - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Virgin Orbit Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of S

Subscription Agreement, dated November 4, 2022, by and between the Registrant, guarantors named therein and Virgin Investments Limited

#96278502v9 EXECUTION VERSION VIRGIN ORBIT HOLDINGS, INC. SENIOR UNSECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT November 4, 2022 Exhibit 10.2 #96278502v9 TABLE OF CONTENTS PAGE ARTICLE 1 AUTHORIZATION AND SALE OF THE NOTE SECURITIES Section 1.01. Authorization of the Note Securities ............................................................ 1 Section 1.02. Sale of Note Securities ...

Convertible Note, dated November 4, 2022, by and between the Issuer, guarantors named therein and Virgin Investments Limited

Exhibit 9 ;THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR APPLICABLE STATE SECURITIES LAWS.

Amended and Restated Non-Employee Director Compensation Program

Exhibit 10.1 Virgin Orbit Holdings, Inc. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the ?Board?) of Virgin Orbit Holdings, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Amended and Restated Non-Employee Director Compensation Program (this ?Program?). The cash

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 4 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in thi

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 2 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in thi

VIRGIN ORBIT HOLDINGS, INC. Condensed Consolidated Statements of Operations and Comprehensive Loss (In thousands, except for per share data)

Exhibit 99.1 Virgin Orbit Announces Third Quarter 2022 Financial Results Business Highlights: ?July 1, 2022 delivered seven satellites for the Department of Defense Space Test Program (STP) - fourth consecutive successful launch ?Strong Q3 revenue - $30.9 million ?Signed multi-year launch contract with Spire Global ?Signed international spaceport agreements with Australia, Luxembourg, and South Ko

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 7, 2022 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commi

Submission of Matters to a Vote of Security Holders

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): August 30, 2022 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commis

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 Prospectus Supplement No. 1 (To Prospectus dated August 4, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-266340). Capitalized terms used in thi

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 3 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40267 Virgin Orbit Holdings, I

VIRGIN ORBIT HOLDINGS, INC. Condensed Consolidated Statements of Operations and Comprehensive Loss (In thousands, except for per share data)

Exhibit 99.1 Virgin Orbit Announces Second Quarter 2022 Financial Results Business Highlights: ?Completed fourth consecutive successful launch in 18 months on July 1, 2022; delivered satellites for the Department of Defense Space Test Program (STP) ?Signed binding launch contract with iQPS for launch of synthetic aperture radar satellites ?Announced NRO, U.S. Space Force, UK MoD, and commercial pa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2022 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commis

Virgin Orbit Holdings, Inc. 20,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-266340 PROSPECTUS Virgin Orbit Holdings, Inc. 20,000,000 Shares of Common Stock Pursuant to this prospectus, we are registering the offer and sale, from time to time, of up to 20,000,000 shares of common stock of Virgin Orbit Holdings, Inc. (the ?Company?, ?Virgin Orbit?, ?we?, ?us? and ?our?) by YA II PN, Ltd. (?Selling Stockholder?)

Virgin Orbit Holdings, Inc. 4022 E. Conant St. Long Beach, CA 90808 August 2, 2022

Virgin Orbit Holdings, Inc. 4022 E. Conant St. Long Beach, CA 90808 August 2, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Gregory Herbers Re: Virgin Orbit Holdings, Inc. Registration Statement on Form S-1 File No. 333-266340 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

As filed with the Securities and Exchange Commission on July 26, 2022.

As filed with the Securities and Exchange Commission on July 26, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 3812 98-1576914 (State or other jurisdiction of incorporation or organization)

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Virgin Orbit Holdings, Inc.

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

FOR each nominee

DEAR SHAREHOLDERS A LETTER FROM OUR CEO Undoubtedly, 2021 was the most momentous year in our company?s history.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 5, 2022 (June 28, 2022) Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorpora

Convertible Debenture, dated June 29, 2022, issued to YA II PN, Ltd by Virgin Orbit Holdings, Inc. (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 6, 2022)

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.

Securities Purchase Agreement, dated June 28, 2022, between Virgin Orbit Holdings, Inc. and YA II PN, Ltd.

SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of June 28, 2022, is between VIRGIN ORBIT HOLDINGS, INC.

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 2 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in thi

Registration Rights Agreement, dated June 28, 2022, between Virgin Orbit Holdings, Inc. and YA II PN, Ltd.

LW Comments ? 6/27/22 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 28, 2022 by and among VIRGIN ORBIT HOLDINGS, INC.

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 1 (To Prospectus dated April 27, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40267 Virgin Orbit Holdings,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 11, 2022 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commissio

VIRGIN ORBIT HOLDINGS, INC. Condensed Consolidated Statements of Operations and Comprehensive Loss (In thousands, except for per share data)

Exhibit 99.1 Virgin Orbit Announces First Quarter 2022 Financial Results Q1 Business Highlights: ?Completed third consecutive successful launch on January 13, 2022; delivered satellites for the DoD, NASA, and a commercial customer ?Selected by NASA to provide launch services for the VADR missions ?Added Poland and Oman to list of potential Spaceports ?Announced payloads for first launch from UK LO

Virgin Orbit Holdings, Inc. Up to 328,086,333 Shares of Common Stock Up to 14,419,800 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,767,927 Warrants

424B3 1 virginorbitresale424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-262326 PROSPECTUS Virgin Orbit Holdings, Inc. Up to 328,086,333 Shares of Common Stock Up to 14,419,800 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,767,927 Warrants This prospectus relates to (i) the resale of up to 328,086,333 shares of common stock, par value $0.0001 per share (th

As filed with the Securities and Exchange Commission on April 22, 2022

As filed with the Securities and Exchange Commission on April 22, 2022 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Virgin Orbit Holdings, Inc.

As filed with the Securities and Exchange Commission on April 11, 2022

As filed with the Securities and Exchange Commission on April 11, 2022 Registration No.

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Virgin Orbit Holdings, Inc, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40267

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 2 (To Prospectus dated February 2, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated February 2, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in

US92771A1016 / Virgin Orbit Holdings Inc / YA II PN, Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Virgin Orbit Holdings, Inc. (Name of Issuer) Common Shares, par value $0.0001 per share (Title of Class of Securities) 92771A101 (CUSIP Number) March 28, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Standby Equity Purchase Agreement, dated March 28, 2022 by and between the Registrant and YA II PN, Ltd. (incorporated by reference to Exhibit 10.17 to the Registrant’s to the Annual Report on Form 10-K/A for the year ended December 31, 2021)

Exhibit 10.17 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(a)(6). STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this ?Agreement?) dated as of March 28, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), and VIRGIN ORBIT HOLDINGS, INC., a company incorporated und

Description of the Registrant’s Securities Registered under Section 12 of the Exchange Act

Exhibit 4.5 DESCRIPTION OF SECURITIES The following summary of certain provisions of our securities does not purport to be complete and is subject to our Certificate of Incorporation, the Bylaws, the Warrant Agreement and the provisions of applicable law. Copies of the Certificate of Incorporation, the Bylaws and the Warrant Agreement are attached as exhibits to the registration statement of which

Stock Option Agreement, by and between the Company and Daniel Hart under the Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.13(b) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021).

Exhibit 10.13(b) VIRGIN ORBIT HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Virgin Orbit Holdings, Inc., a Delaware corporation (the ?Company?) has granted to the participant listed below (?Participant?) the stock option (the ?Option?) described in this Stock Option Grant Notice (the ?Grant Notice?), subject to the terms and conditions of the Virgin Orbit Holdings, Inc. 2021 I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40267 Virgin Orbit Holdin

Virgin Orbit Holdings, Inc.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-262326 Prospectus Supplement No. 1 (To Prospectus dated February 2, 2022) Virgin Orbit Holdings, Inc. This prospectus supplement updates, amends and supplements the prospectus dated February 2, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262326). Capitalized terms used in

gistrant and Virgin Investments Limited (incorporated by reference to Exhibit 10.9 to the Original Form 10-K).

Exhibit 10.9 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(a)(6). SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on December 28, 2021, by and between NextGen Acquisition Corp. II, a Cayman Islands exempted company (?NextGen?), and the undersigned subscriber (the ?Investor?). Capitalized terms

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 29, 2022 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Commiss

VIRGIN ORBIT HOLDINGS, INC. Consolidated Statements of Operations and Comprehensive Loss (In thousands, except for per share data)

Exhibit 99.1 Virgin Orbit Announces Fourth Quarter and Full Year 2021 Financial Results ?Successfully launched 7 customer satellites onboard its LauncherOne rocket during the Above the Clouds mission on January 13, 2022 , the company?s third successful launch. ?Full year 2021 revenue increased to $7.4 million, up from $3.8 million in the prior year period. ?Growing backlog of contracts, including

VORB / Virgin Orbit Holdings Inc / CITADEL ADVISORS LLC - VIRGIN ORBIT HOLDINGS, INC. Passive Investment

SC 13G/A 1 tm225621d6sc13ga.htm VIRGIN ORBIT HOLDINGS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Virgin Orbit Holdings, Inc. (Name of Issuer) Common stock, par value $0.0001 pe

VORB / Virgin Orbit Holdings Inc / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) VIRGIN ORBIT HOLDINGS, INC. (formerly NextGen Acquisition Corp. II) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 92771A101 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement

Virgin Orbit Holdings, Inc. Up to 330,287,212 Shares of Common Stock Up to 14,419,800 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,767,927 Warrants

424B3 1 f424b30122virginorbit.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-262326 PROSPECTUS Virgin Orbit Holdings, Inc. Up to 330,287,212 Shares of Common Stock Up to 14,419,800 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,767,927 Warrants This prospectus relates to (i) the resale of up to 330,287,212 shares of common stock, par value $0.0001 per share

Virgin Orbit Holdings, Inc. 4022 E. Conant St. Long Beach, CA 90808 January 31, 2022

Virgin Orbit Holdings, Inc. 4022 E. Conant St. Long Beach, CA 90808 January 31, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Patrick Fullem Re: Virgin Orbit Holdings, Inc. Registration Statement on Form S-1 File No. 333-262326 Ladies and Gentlemen: In accordance with Rule 461 of Regulation

As filed with the Securities and Exchange Commission on January 24, 2022

As filed with the Securities and Exchange Commission on January 24, 2022 Registration No.

Certificate of Incorporation of Virgin Orbit Holdings, Inc.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF VIRGIN ORBIT HOLDINGS, INC. The undersigned, a natural person (the ?Sole Incorporator?), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that: ARTICLE I NAME The name of the corporatio

Amendment to the Warrant Agreement, dated as of January 14, 2022, between Virgin Orbit Holdings, Inc. and American Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.2 AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this ?Amendment?), is made and entered into as of January 14, 2022, by and among Virgin Orbit Holdings, Inc., a Delaware corporation (as successor-in-interest to NextGen Acquisition Corp. II) (the ?Company?), and Continental Stock Transfer & Trust Company, as warrant agent (?Continental?), and American Stoc

VORB / Virgin Orbit Holdings Inc / Virgin Investments Ltd - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Virgin Orbit Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92771A 101 (CUSIP Number) James Cahillane Virgin Management USA, Inc. 65 Bleecker Street, 6th Floor, New York, NY 10012 (212) 497-9050 (Name, Address and Telephone Nu

Powers of Attorney.

Exhibit 7 POWER OF ATTORNEY The undersigned hereby constitutes and appoints James Cahillane and Harold Brunink, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned?s true and lawful attorney-in-fact to: 1.

VORB / Virgin Orbit Holdings Inc / Mubadala Investment Co PJSC - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Virgin Orbit Holdings, Inc. (Name of Issuer) Common Stock, par value of $0.0001 per share (Title of Class of Securities) 92771A101 (CUSIP Number) Mubadala Investment Company PJSC Attention: Treasury and Investor Relations P.O. Box 45005 Abu Dhabi United Arab Emi

Joint Filing Agreement.

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D.

POWERS OF ATTORNEY

EXHIBIT 2 POWERS OF ATTORNEY POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Virgin Orbit Holdings, Inc.

ASSIGNMENT AND ASSUMPTION TRANSACTION SUPPORT AND LIQUIDATION AGREEMENT December 29, 2021

EXHIBIT 11 Execution Version ASSIGNMENT AND ASSUMPTION TO TRANSACTION SUPPORT AND LIQUIDATION AGREEMENT December 29, 2021 This Assignment and Assumption Agreement (this ?Agreement?) is made as of the date written above by Aabar Space Inc.

AGREEMENT OF JOINT FILING PURSUANT TO RULE 13d-1(k)

EXHIBIT 1 AGREEMENT OF JOINT FILING PURSUANT TO RULE 13d-1(k) Each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

TRANSACTION SUPPORT AND LIQUIDATION AGREEMENT

EXHIBIT 10 EXECUTION VERSION TRANSACTION SUPPORT AND LIQUIDATION AGREEMENT This TRANSACTION SUPPORT AND LIQUIDATION AGREEMENT (this ?Agreement?) is effective as of July 2, 2021, by and among Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands (the ?Company?), Virgin Investments Limited, a company limited by shares under the laws of the British Virgin Islands (?VIL?), and Aabar Space Inc.

Virgin Orbit Holdings, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed on January 5, 2022).

Exhibit 10.11 VIRGIN ORBIT HOLDINGS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN Article I. PURPOSE The purposes of this Virgin Orbit Holdings, Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the ?Plan?) are to assist Eligible Employees of Virgin Orbit Holdings, Inc., a Delaware corporation (the ?Company?), and its Designated Subsidiaries in acquiring a stock

Code of Conduct of Virgin Orbit Holdings, Inc.

Exhibit 14.1 VIRGIN ORBIT HOLDINGS, INC. CODE OF CONDUCT TABLE OF CONTENTS I. INTRODUCTION 1 A. To Whom Does This Code of Conduct Apply? 1 B. Consequences of Non-Compliance with this Code of Conduct 2 C. What To Do When Faced With an Ethical Decision. 2 D. Where to Get Help and Report Concerns and Violations of the Code of Conduct 3 E. Policy Against Retaliation 3 F. Waivers of the Code of Conduct

Stock Option Agreement, by and between the Company and Daniel Hart under the Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan.

Exhibit 10.9(b) Exhibit A VIRGIN ORBIT HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Virgin Orbit Holdings, Inc., a Delaware corporation (the ?Company?) has granted to the participant listed below (?Participant?) the stock option (the ?Option?) described in this Stock Option Grant Notice (the ?Grant Notice?), subject to the terms and conditions of the Virgin Orbit Holdings, In

Amended and Restated Registration Rights Agreement, dated December 29, 2021, by and among Virgin Orbit Holdings, Inc., NextGen Sponsor II LLC and certain former stockholders of Vieco USA, Inc. (incorporated by reference to Exhibit 10.1(a) of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 10.1(a) AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 29, 2021, is made and entered into by and among Virgin Orbit Holdings, Inc., a Delaware corporation (the ?Company?) (formerly known as NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domest

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events

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): December 29, 2021 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Comm

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 10.5 Virgin Orbit Holdings, Inc. Indemnification and Advancement Agreement This Indemnification and Advancement Agreement (?Agreement?) is made as of December 29, 2021, by and between Virgin Orbit Holdings, Inc., a Delaware corporation (the ?Company?) (f/k/a NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporatio

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms included below but not defined in this Exhibit 99.1 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the ?Report?) filed with the Securities and Exchange Commission (the ?SEC?) on January 5, 2022 and, if not defined in the Report, the final prospectus and defi

Director Compensation Program (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on January 5, 2022).

Exhibit 10.6 Virgin Orbit Holdings, Inc. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the ?Board?) of Virgin Orbit Holdings, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?). The cash and equity compensation described in this

Specimen Common Stock Certificate of Virgin Orbit Holdings, Inc. (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 4.2

Certificate of Incorporation of Virgin Orbit Holdings, Inc.

Exhibit 3.2

Letter from Marcum LLP to the Securities and Exchange Commission.

Exhibit 16.1 January 5, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Virgin Orbit Holdings, Inc. under Item 4.01 of its Form 8-K dated December 29, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements contained therein. Very t

Stockholders’ Agreement, dated December 29, 2021, by and between Virgin Orbit Holdings, Inc. and Vieco 10 Limited (incorporated by reference to Exhibit 10.2(a) of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 10.2(a) STOCKHOLDERS? AGREEMENT This Stockholders? Agreement (this ?Agreement?) is made as of December 29, 2021, by and among Virgin Orbit Holdings, Inc., a Delaware corporation (the ?Company?) (f/k/a NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation) and Vieco 10 Limited, a company limited by shares under

Form of Stock Option Agreement under the Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.9(a) to the Registrant’s Current Report on Form 8-K filed on January 5, 2022).

Exhibit 10.9(a) VIRGIN ORBIT HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Virgin Orbit Holdings, Inc., a Delaware corporation (the ?Company?) has granted to the participant listed below (?Participant?) the stock option (the ?Option?) described in this Stock Option Grant Notice (the ?Grant Notice?), subject to the terms and conditions of the Virgin Orbit Holdings, Inc. 2021 In

Virgin Orbit Holdings, Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on January 5, 2022).

Exhibit 10.8 Virgin Orbit HOLDINGS, INC. Amended and Restated 2017 STOCK INCENTIVE PLAN Initially ADOPTED ON JUNE 15, 2017 Amended and Restated on December 29, 2021 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 2 SECTION 2. ADMINISTRATION 2 (a) Committees of the Board of Directors 2 (b) Authority of the Board of Directors 2 SECTION 3. ELIGIBILITY 3 (a) General Rule 3 (b) Ten-Percent

VIL Joinder Agreement, dated December 29, 2021, to the Stockholder Support Agreement (incorporated by reference to Exhibit 10.15 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 10.15 Joinder Agreement This Joinder Agreement (this ?Joinder Agreement?) is made as of the date written below by the undersigned (the ?Joining Party?) in accordance with the Stockholder Support Agreement, dated as of August 22, 2021 (as amended, supplemented or otherwise modified from time to time, the ?Support Agreement?), by and among NextGen Acquisition Corp. II, a Cayman Islands exemp

Certificate of Domestication of NextGen Acquisition Corp. II.

Exhibit 3.1

Employment Agreement by and between Virgin Orbit, LLC (f/k/a LauncherOne, LLC) and Dan Hart, dated February 13, 2017, as amended, effective June 1, 2021 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on January 5, 2022).

Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), is made as of February 13, 2017, by and between LauncherOne, LLC, a Delaware limited liability company (the ?Company?), and Daniel Hart, an individual (the ?Executive?). In consideration of the mutual agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are her

VIL and Fifteenth joinder agreement, dated December 29, 2021, to the Stockholders’ Agreement (incorporated by reference to Exhibit 10.2(b) of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 10.2(b) STOCKHOLDERS? AGREEMENT JOINDER Virgin Investments Limited, a company limited by shares under the laws of the British Virgin Islands (?VIL?), and Fifteenth Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi (?Fifteenth?), are executing and delivering this joinder (this ?Joinder?) pursuant to the Stockholders? Agreement, dated

Form of Restricted Stock Unit Agreement under the Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.10(c) to the Registrant’s Current Report on Form 8-K filed on January 5, 2022).

Exhibit 10.10c VIRGIN ORBIT HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Virgin Orbit Holdings, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and conditions of the Virgin O

Bylaws of Virgin Orbit Holdings, Inc. (incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 3.3 Bylaws of Virgin Orbit Holdings, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for Election to the Board of Directo

VIL and Fifteenth Joinder Agreement, dated December 29, 2021, to the Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.1(b) of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 10.1(b) REGISTRATION RIGHTS AGREEMENT JOINDER Virgin Investments Limited, a company limited by shares under the laws of the British Virgin Islands (?VIL?), and Fifteenth Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi (?Fifteenth?), are executing and delivering this joinder (this ?Joinder?) pursuant to the Amended and Restated Regi

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 21.1 Name of Subsidiary Jurisdiction Vieco USA, Inc. Delaware Virgin Orbit, LLC Delaware VOX Space, LLC Delaware JACM Holdings, Inc. Delaware Virgin Orbit UK Limited United Kingdom Ground Station Mexico S.A. de C.V. Mexico

Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on January 5, 2022).

Exhibit 10.9 Virgin Orbit HOLDINGS, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the

Fifteenth Joinder Agreement, dated December 29, 2021, to the Stockholder Support Agreement (incorporated by reference to Exhibit 10.16 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 5, 2022).

Exhibit 10.16 Joinder Agreement This Joinder Agreement (this ?Joinder Agreement?) is made as of the date written below by the undersigned (the ?Joining Party?) in accordance with the Stockholder Support Agreement, dated as of August 22, 2021 (as amended, supplemented or otherwise modified from time to time, the ?Support Agreement?), by and among NextGen Acquisition Corp. II, a Cayman Islands exemp

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): December 28, 2021 Virgin Orbit Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40267 98-1576914 (State or other jurisdiction of incorporation) (Comm

Form of Additional Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 4, 2022).

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on December 28, 2021, by and between NextGen Acquisition Corp. II, a Cayman Islands exempted company (?NextGen?), and the undersigned subscriber (the ?Investor?). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Transaction Agreement (as defined

2

Exhibit 99.1 NextGen Acquisition Corp. II Stockholders Approve Business Combination With Virgin Orbit, the Responsive Launch and Space Solutions Company; Virgin Orbit Expected to List on the NASDAQ Stock Exchange ? NextGen stockholders approved the previously-announced business combination. ? The closing of the business combination is expected to occur before the end of December 2021. ? PIPE inves

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): December 28, 2021 NextGen Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40267 98-1576914 (State or other jurisdiction (Commission (I.R

Virgin Group Announces, With Support of NextGen’s Sponsor, the Intent to Purchase up to $100 Million of Virgin Orbit Common Stock in Additional PIPE Investment

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 Virgin Group Announces, With Support of NextGen?s Sponsor, the Intent to Purchase up to $100 Million of Virgin Orbit Common Stock in Additional PIPE Investment In co

Building Towards Third Commercial Launch, Virgin Orbit Completes Final Launch Rehearsal Virgin Orbit announced the successful completion of its wet dress rehearsal today prior to its third launch carrying U.S. Department of Defense and commercial sat

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 Building Towards Third Commercial Launch, Virgin Orbit Completes Final Launch Rehearsal Virgin Orbit announced the successful completion of its wet dress rehearsal t

Filed by NextGen Acquisition Corp. II

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 MANAGEMENT SERIES REPORT NEXTGEN ACQUISITION CORP II | TECHNOLOGY EQUITY RESEARCH NEXTGEN ACQUISITION CORP II (NASDAQ: NGCA) WTR Fireside Chat with Virgin Orbit CEO

Filed by NextGen Acquisition Corp. II

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 IMPORTANT LEGAL INFORMATION Additional Information and Where to Find It This press release relates to a proposed transaction between Vieco USA, Inc. (?Vieco USA?) an

Filed by NextGen Acquisition Corp. II

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 IMPORTANT LEGAL INFORMATION Additional Information and Where to Find It This press release relates to a proposed transaction between Vieco USA, Inc. (?Vieco USA?) an

Virgin Orbit and Arqit Expand Launch Agreements Virgin Orbit and Arqit Quantum announce an extension to their collaboration that will accelerate space-based encryption services to private, defense, and intelligence customers globally.

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 Virgin Orbit and Arqit Expand Launch Agreements Virgin Orbit and Arqit Quantum announce an extension to their collaboration that will accelerate space-based encrypti

Filed by NextGen Acquisition Corp. II

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 IMPORTANT LEGAL INFORMATION Additional Information and Where to Find It This press release relates to a proposed transaction between Vieco USA, Inc. (?Vieco USA?) an

Filed by NextGen Acquisition Corp. II

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 The following is a transcript of a fireside chat between Dan Hart, the Chief Executive Officer of Virgin Orbit, and Water Tower Research LLC, held on December 20, 20

Virgin Orbit Announces New Partnership With Maritime Intelligence Firm Horizon Technologies

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 Virgin Orbit Announces New Partnership With Maritime Intelligence Firm Horizon Technologies LONG BEACH, Calif.-(BUSINESS WIRE)-Virgin Orbit, the US-based responsive

Virgin Orbit Expands Space Solutions Business With Hypersat Investment

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 Virgin Orbit Expands Space Solutions Business With Hypersat Investment PARIS-(BUSINESS WIRE)-WORLD SATELLITE BUSINESS WEEK-Virgin Orbit, the responsive launch and sp

Virgin Orbit Joins Water Tower Research in Fireside Chat

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 Virgin Orbit Joins Water Tower Research in Fireside Chat LONG BEACH, Calif.-(BUSINESS WIRE)-Leading launch company Virgin Orbit, which has announced a planned busine

Filed by NextGen Acquisition Corp. II

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 The following is an email sent by Dan Hart, CEO of Virgin Orbit, and George Mattson and Gregory Summe, Co-Chairmen of NextGen Acquisition Corp. II, to certain of Nex

SatRevolution Secures Series B Funding from Virgin Orbit Transaction cements strategic partnership between SatRevolution and Virgin Orbit The total Series B fundraise is estimated to close at $30 million Investment values SatRevolution at $150 millio

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 SatRevolution Secures Series B Funding from Virgin Orbit Transaction cements strategic partnership between SatRevolution and Virgin Orbit The total Series B fundrais

SPIRE GLOBAL, INC. SELECTS VIRGIN ORBIT FOR LATE-LOAD ADDITION TO NEXT FLIGHT IN RECORD TIME Virgin Orbit announced today it received FAA authorization for the late-load addition of Spire Global’s ADLER-1 satellite in less than 36-hours, joining a gr

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 SPIRE GLOBAL, INC. SELECTS VIRGIN ORBIT FOR LATE-LOAD ADDITION TO NEXT FLIGHT IN RECORD TIME Virgin Orbit announced today it received FAA authorization for the late-

Virgin Orbit Registration Statement Related to Business Combination With NextGen Acquisition Corp. II Declared Effective by SEC Special meeting of stockholders of NextGen Acquisition Corp. II scheduled for December 28, 2021 at 9:00 a.m. Eastern time

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 Virgin Orbit Registration Statement Related to Business Combination With NextGen Acquisition Corp. II Declared Effective by SEC Special meeting of stockholders of Ne

Filed Pursuant to Rule 424(b)(3)

Filed Pursuant to Rule 424(b)(3) Registration No.: 333-259574 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF NEXTGEN ACQUISITION CORP. II (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 362,067,904 SHARES OF COMMON STOCK AND 14,419,818 WARRANTS OF NEXTGEN ACQUISITION CORP. II (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING ENTITY FOLLOWING

Agreement and Plan of Merger, dated as of August 22, 2021, by and among the Registrant, Pulsar Merger Sub, Inc., and NextGen Acquisition Corp. II (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 (File No. 333-259574) filed on September 16, 2021).

As filed with the Securities and Exchange Commission on December 3, 2021 Registration No.

NEXTGEN ACQUISITION CORP. II 2255 Glades Road, Suite 324A Boca Raton, FL 33431

NEXTGEN ACQUISITION CORP. II 2255 Glades Road, Suite 324A Boca Raton, FL 33431 December 3, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Dale Welcome Kevin Stertzel Division of Corporation Finance Office of Manufacturing RE: NextGen Acquisition Corp. II (the ?Company?) Registration Statement on Form S-4 File No. 33

Virgin Orbit and NextGen Announce Director Nominees to Virgin Orbit Board of Directors

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 Virgin Orbit and NextGen Announce Director Nominees to Virgin Orbit Board of Directors LONG BEACH, Calif. & BOCA RATON, Fla.?November 29, 2021?Virgin Orbit, a leadin

Form of Certificate of Corporate Domestication of Virgin Orbit Holdings, Inc., to be filed with the Secretary of the State of Delaware.

Exhibit 4.5 CERTIFICATE OF DOMESTICATION OF NEXTGEN ACQUISITION CORP. II Pursuant to Sections 103 and 388 of the General Corporation Law of the State of Delaware NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by its shares (the ?Corporation?), which intends to domesticate as a Delaware corporation pursuant to this Certificate of Domestication, does hereby certify to the fo

Form of Proxy Card for the Registrant’s Extraordinary General Meeting.

Exhibit 99.1

Plan of Domestication, dated as of November 16, 2021.

EX-2.2 2 fs42021a2ex2-2nextgenacq2.htm PLAN OF DOMESTICATION, DATED AS OF NOVEMBER 16, 2021 Exhibit 2.2 PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on November 16, 2021 and sets forth the terms pursuant to which NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by its shares (“NextGen”), shall effect a domestication and become a Dela

Consent of Evan Lovell to be named as director.

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by NextGen Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

Consent of Abdulla Shadid to be named as director.

Exhibit 99.8 Consent to be Named as a Director In connection with the filing by NextGen Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

Consent of George N. Mattson to be named as a director.

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by NextGen Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

As filed with the Securities and Exchange Commission on November 23, 2021

As filed with the Securities and Exchange Commission on November 23, 2021 Registration No.

Skadden, Arps, Slate, Meagher & Flom llp

Skadden, Arps, Slate, Meagher & Flom llp DIRECT DIAL (212) 735-2438 DIRECT FAX (917) 777-2438 EMAIL ADDRESS Howard.

Consent of Gregory L. Summe to be named as a director.

EX-99.4 10 fs42021a2ex99-4nextgenacq2.htm CONSENT OF GREGORY L. SUMME TO BE NAMED AS A DIRECTOR Exhibit 99.4 Consent to be Named as a Director In connection with the filing by NextGen Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 o

Consent of Katharina McFarland to be named as director.

Exhibit 99.7 Consent to be Named as a Director In connection with the filing by NextGen Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

Consent of Susan Helms to be named as director.

Exhibit 99.6 Consent to be Named as a Director In connection with the filing by NextGen Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 19, 2021 NextGen Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40267 98-1576914 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40267 NEXTGEN A

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 19, 2021 NextGen Acquisi

425 1 ea150946-8knextgenacq2.htm CURRENT REPORT 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 19, 2021 NextGen Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40267 98-15769

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Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 The following is a transcript of the Analyst Day Presentation by Vieco USA, Inc., held via webcast on October 14, 2021. Dan Hart: Hi, and welcome to Virgin Orbit. I?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40267 CUSIP Number: G65317 110 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40267 CUSIP Number: G65317 110 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ?

Virgin Orbit’s Launcher One Begins Pre-flight Prep Before Its End of Year Flight Coming off successful back-to-back launches, the Virgin Orbit team is settling into a steady flight preparation rhythm with LauncherOne arriving in Mojave Air and Spacep

425 1 ea150309-425nexgen2.htm 425 Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 Virgin Orbit’s Launcher One Begins Pre-flight Prep Before Its End of Year Flight Coming off successful back-to-back launches, the V

As filed with the Securities and Exchange Commission on October 28, 2021

As filed with the Securities and Exchange Commission on October 28, 2021 Registration No.

Skadden, Arps, Slate, Meagher & Flom llp

Skadden, Arps, Slate, Meagher & Flom llp DIRECT DIAL (212) 735-2438 DIRECT FAX (917) 777-2438 EMAIL ADDRESS Howard.

The following Analyst Day Presentation was made available via webcast on October 14, 2021. Any Time, Any Place, Any Orbit October 14, 2021 CONFIDENTIAL • • • • 35 • • 48 • • 61 5 ض X X X ض X X X ض X X X ض X X ض ض X X X ض X X X Aspirational Launchers

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 The following Analyst Day Presentation was made available via webcast on October 14, 2021. Any Time, Any Place, Any Orbit October 14, 2021 CONFIDENTIAL 1 2 3 4 ? ? ?

Employment Agreement by and between LauncherOne, LLC and Dan Hart, dated February 13, 2017, as amended, effective June 1, 2021.

Exhibit 10.24 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), is made as of February 13, 2017, by and between LauncherOne, LLC, a Delaware limited liability company (the ?Company?), and Daniel Hart, an individual (the ?Executive?). In consideration of the mutual agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are he

List of subsidiaries of the Registrant.

EX-21.1 6 fs42021ex21-1nextgen.htm LIST OF SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF NEXTGEN ACQUISITION CORP. II Name of Subsidiary Jurisdiction of Organization Pulsar Merger Sub, Inc. Delaware

Amended and restated trademark license agreement in the form attached as an annex to the Deed of Novation, Amendment and Restatement entered into by and among Virgin Enterprises Limited, Virgin Orbit, LLC and the Registrant, dated August 22, 2021 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 (File No. 333-259574) filed on September 16, 2021).

As filed with the Securities and Exchange Commission on September 16, 2021 Registration No.

VO Holdings, Inc. 2017 Stock Incentive Plan.

Exhibit 10.22 Vo Holdings, Inc. 2017 Stock Incentive Plan Adopted On June 15, 2017 amended on october 21, 2020 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten-Percent Stockholders 2 SECTION 4. STOCK SUBJECT TO PLAN 2 (a)

Deed of Novation, Amendment and Restatement, dated August 22, 2021, by and among Virgin Enterprises Limited, Virgin Orbit, LLC and NextGen Acquisition Corp. II (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 (File No. 333-259574) filed on September 16, 2021).

EX-10.2 2 fs42021ex10-2nextgen.htm DEED OF NOVATION, AMENDMENT AND RESTATEMENT, DATED AUGUST 22, 2021, BY AND AMONG VIRGIN ENTERPRISES LIMITED, VIRGIN ORBIT, LLC AND THE REGISTRANT Exhibit 10.2 DEED OF NOVATION, AMENDMENT AND RESTATEMENT THIS DEED is dated August 22, 2021 BETWEEN: 1. VIRGIN ENTERPRISES LIMITED, a company registered in England and Wales with registered number 01073929, whose regist

Consent of Dan Hart to be named as a director.

Exhibit 99.2 Consent to be Named as a Director In connection with the filing by NextGen Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

Form of Stock Option Agreement under the Virgin Orbit Holdings, Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-4 (File No. 333-259574) filed on September 16, 2021).

Exhibit 10.23 Vo Holdings, Inc. 2017 Stock Incentive Plan Notice Of Stock Option Grant (installment Exercise) The Optionee has been granted the following option to purchase shares of the Common Stock of VO Holdings, Inc.: Name of Optionee: As shown on eShares Total Number of Shares: As shown on eShares Type of Option: Nonstatutory Stock Option (NSO) Exercise Price per Share: As shown on eShares Da

2

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 The following is a transcript of a television interview with Dan Hart, the chief executive officer of Virgin Orbit, LLC, on the CNN program First Move, held on Augus

2

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 The following is a transcript of a television interview with Sir Richard Branson and Dan Hart, the chief executive officer of Virgin Orbit, LLC, on the CNBC program

Filed by NextGen Acquisition Corp. II

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 IMPORTANT LEGAL INFORMATION Additional Information and Where to Find It This document relates to a proposed transaction between Vieco USA, Inc. (“Vieco USA”) and Nex

2

Filed by NextGen Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vieco USA, Inc. Commission File No. 001-40267 2 3 4 5 6 7 8 9 10 IMPORTANT LEGAL INFORMATION Additional Information and Where to Find It This document relates to a proposed transaction between Vieco USA, Inc. (“

Form of Amended and Restated Registration Rights Agreement

Exhibit 10.4 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2021, is made and entered into by and among [Virgin Orbit Holdings, Inc.], a Delaware corporation (the ?Company?) (formerly known as NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestic

Form of Stockholder Support Agreement

Exhibit 10.3 FORM OF STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this ?Agreement?) is dated as of [], 2021, by and among NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (?Acquiror?), Vieco 10 Limited, a company limi

Form of Sponsor Support Agreement

Exhibit 10.2 FORM OF SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of August [], 2021, by and among NextGen Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), NextGen Acquisition Corp. II, a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): August 23, 2021 (August 22, 2021) NextGen Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40267 98-1576914 (State or other jurisdiction

Form of Amended and Restated Registration Rights Agreement

Exhibit 10.4 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2021, is made and entered into by and among [Virgin Orbit Holdings, Inc.], a Delaware corporation (the ?Company?) (formerly known as NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestic

2

Exhibit 99.3 Title: Summary of Virgin Orbit Financial Forecast & Extended Financial Forecast Date: 19-Aug-21 Disclaimer: These extended financial forecasts (these ?Extended Financial Forecasts?) relate to a proposed business combination (the ?Business Combination? or the ?Transaction?) between NextGen Acquisition Corp. II (?NextGen?) and Vieco USA, Inc. (?Virgin Orbit? or the ?Company? and togethe

2

Exhibit 99.3 Title: Summary of Virgin Orbit Financial Forecast & Extended Financial Forecast Date: 19-Aug-21 Disclaimer: These extended financial forecasts (these ?Extended Financial Forecasts?) relate to a proposed business combination (the ?Business Combination? or the ?Transaction?) between NextGen Acquisition Corp. II (?NextGen?) and Vieco USA, Inc. (?Virgin Orbit? or the ?Company? and togethe

Form of Stockholder Support Agreement

EX-10.3 5 ea146262ex10-3nextgenacq2.htm FORM OF STOCKHOLDER SUPPORT AGREEMENT Exhibit 10.3 FORM OF STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this “Agreement”) is dated as of [], 2021, by and among NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 23, 2021).

Exhibit 10.1 Execution Version FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on August 22, 2021, by and between NextGen Acquisition Corp. II, a Cayman Islands exempted company (?NextGen?), and the undersigned subscriber (the ?Investor?). WHEREAS, this Subscription Agreement is being entered into in connection with the Agreement and Plan

Any Time, Any Place, Any Orbit CONFIDENTIAL August 2021 Disclaimer About this Presentation This presentation (this “Presentation”) relates to a proposed business combination (the “Business Combination”) between NextGen Acquisition Corp . II (“ NextGe

EX-99.2 9 ea146262ex99-2nextgenacq2.htm INVESTOR PRESENTATION Exhibit 99.2 Any Time, Any Place, Any Orbit CONFIDENTIAL August 2021 Disclaimer About this Presentation This presentation (this “Presentation”) relates to a proposed business combination (the “Business Combination”) between NextGen Acquisition Corp . II (“ NextGen ”) and Vieco USA, Inc . (“Virgin Orbit” or the “Company”) . Forward Looki

Form of Subscription Agreements

Exhibit 10.1 Execution Version FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on August 22, 2021, by and between NextGen Acquisition Corp. II, a Cayman Islands exempted company (?NextGen?), and the undersigned subscriber (the ?Investor?). WHEREAS, this Subscription Agreement is being entered into in connection with the Agreement and Plan

VIRGIN ORBIT, A RESPONSIVE LAUNCH AND SPACE SOLUTIONS COMPANY, TO BECOME PUBLICLY TRADED ON NASDAQ THROUGH A BUSINESS COMBINATION WITH NEXTGEN ACQUISITION CORP. II

Exhibit 99.1 VIRGIN ORBIT, A RESPONSIVE LAUNCH AND SPACE SOLUTIONS COMPANY, TO BECOME PUBLICLY TRADED ON NASDAQ THROUGH A BUSINESS COMBINATION WITH NEXTGEN ACQUISITION CORP. II ? Virgin Orbit has entered into a definitive agreement to become publicly traded on Nasdaq through a business combination with NextGen Acquisition Corp. II (NASDAQ: NGCA) that values Virgin Orbit at $3.2 billion ? Virgin Or

Form of Sponsor Support Agreement

Exhibit 10.2 FORM OF SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of August [], 2021, by and among NextGen Sponsor II LLC, a Cayman Islands limited liability company (the ?Sponsor Holdco?), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a ?Sponsor? and, together, the ?Sponsors?), NextGen Acquisition Corp. II, a

VIRGIN ORBIT, A RESPONSIVE LAUNCH AND SPACE SOLUTIONS COMPANY, TO BECOME PUBLICLY TRADED ON NASDAQ THROUGH A BUSINESS COMBINATION WITH NEXTGEN ACQUISITION CORP. II

Exhibit 99.1 VIRGIN ORBIT, A RESPONSIVE LAUNCH AND SPACE SOLUTIONS COMPANY, TO BECOME PUBLICLY TRADED ON NASDAQ THROUGH A BUSINESS COMBINATION WITH NEXTGEN ACQUISITION CORP. II ? Virgin Orbit has entered into a definitive agreement to become publicly traded on Nasdaq through a business combination with NextGen Acquisition Corp. II (NASDAQ: NGCA) that values Virgin Orbit at $3.2 billion ? Virgin Or

Agreement and Plan of Merger, dated as of August 22, 2021

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among NEXTGEN ACQUISITION CORP. II, PULSAR MERGER SUB, INC. and VIECO USA, INC. dated as of August 22, 2021 TABLE OF CONTENTS Page Article I. CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Construction 20 Section 1.3 Knowledge 20 Article II. THE MERGER; CLOSING 21 Section 2.1 The Merger 21 Section 2.2 Effects of the Merger 21 Section 2.3

Form of Stockholders Agreement

Exhibit 10.5 FORM OF STOCKHOLDERS? AGREEMENT This Stockholders? Agreement (this ?Agreement?) is made as of August [], 2021, by and among Virgin Orbit Holdings, Inc., a Delaware corporation (the ?Company?) (f/k/a NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation) and Vieco 10 Limited, a company limited by shares un

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): August 23, 2021 (August 22, 2021)

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): August 23, 2021 (August 22, 2021) NextGen Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40267 98-1576914 (State or other jurisdiction

Agreement and Plan of Merger, dated as of August 22, 2021

EX-2.1 2 ea146262ex2-1nextgenacq2.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 22, 2021 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among NEXTGEN ACQUISITION CORP. II, PULSAR MERGER SUB, INC. and VIECO USA, INC. dated as of August 22, 2021 TABLE OF CONTENTS Page Article I. CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Construction 20 Section 1.3 Knowledge 20 Article II. T