Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 22 2021 - 3:31PM
Edgar (US Regulatory)
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”) and NextGen Acquisition Corp. II (“NextGen”).
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in
respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. In connection with the proposed transaction,
NextGen has filed a registration statement on Form S-4 with the SEC on September 16, 2021, as amended on October 29, 2021, November 23,
2021 and December 3, 2021, which was declared effective by the SEC on December 7, 2021, which includes a document that serves as a prospectus
and proxy statement of NextGen (the “proxy statement/prospectus”). A definitive proxy statement/prospectus was mailed to
all NextGen shareholders of record as of November 19, 2021, the record date established for the extraordinary general meeting of shareholders
relating to the proposed transaction on December 28, 2021. NextGen also will file other documents regarding the proposed transaction
with the SEC. This communication does not contain all the information that should be considered concerning the proposed transaction and
is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. Before making
any voting or investment decision, investors and security holders of NextGen are urged to read the registration statement, the proxy
statement/prospectus included therein and all other relevant documents filed or that will be filed with the SEC in connection with the
proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors
and security holders may obtain free copies of the registration statement, the proxy statement/prospectus included therein and all other
relevant documents filed or that will be filed with the SEC by NextGen through the website maintained by the SEC at www.sec.gov.
The
documents filed by NextGen with the SEC also may be obtained free of charge at NextGen’s website at https://www.nextgenacq.com/nextgen-ii.html
or upon written request to 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431.
Cautionary
Statement Regarding Forward-Looking Statements
This
press release contains certain forward-looking statements within the meaning of the federal securities laws, including with respect to
the proposed transaction between Vieco USA and NextGen. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as
a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking
statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner
or at all, which may adversely affect the price of NextGen’s securities, (ii) the risk that the transaction may not be completed
by NextGen’s business combination deadline and the potential failure to obtain an extension of the business combination deadline
if sought by NextGen, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the
Merger Agreement by the shareholders of NextGen, the availability of the minimum amount of cash available in the trust account in which
substantially all of the proceeds of NextGen’s initial public offering and private placements of its warrants have been deposited
following redemptions by NextGen’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the
lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE
investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Vieco USA’s business
relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations
of Vieco USA and potential difficulties in Vieco USA employee retention as a result of the transaction, (ix) the outcome of any legal
proceedings that may be instituted against Vieco USA or against NextGen related to the Merger Agreement or the proposed transaction,
(x) the ability to maintain the listing of NextGen’s securities on a national securities exchange, (xi) the price of NextGen’s
securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which NextGen
plans to operate or Vieco USA operates, variations in operating performance across competitors, changes in laws and regulations affecting
NextGen’s or Vieco USA’s business, Vieco USA’s inability to implement its business plan or meet or exceed its financial
projections and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the ability of Vieco USA
to implement its strategic initiatives and continue to innovate its existing products, (xiv) the ability of Vieco USA to defend its intellectual
property, (xv) the ability of Vieco USA to satisfy regulatory requirements, (xvi) the impact of the COVID-19 pandemic on Vieco USA’s
and the combined company’s business and (xvii) the risk of downturns in the commercial launch services, satellite and spacecraft
industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of NextGen’s registration statement on Form S-1 (File No. 333-253848),
the definitive proxy statement/prospectus filed by NextGen with the SEC on December 7, 2021 and other documents filed or that may be
filed by NextGen from time to time with the SEC. These filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Vieco USA
and NextGen assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Vieco USA nor NextGen gives any assurance that either Vieco USA or NextGen, or the combined company,
will achieve its expectations.
NextGen Acquisition Corp... (NASDAQ:NGCA)
Historical Stock Chart
From Jul 2024 to Aug 2024
NextGen Acquisition Corp... (NASDAQ:NGCA)
Historical Stock Chart
From Aug 2023 to Aug 2024