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 encryption services to private, defense, and intelligence customers globally.
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Arqit has contracted exclusively with Virgin Orbit for Arqit’s launch needs for up to 5 launches from Spaceport Cornwall beginning
in 2023.
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Virgin Orbit has acquired a quantum cloud encryption license from Arqit to provide encryption protection for its launch and space
solutions businesses.
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The two companies have previously announced a $5 million investment from Virgin Orbit into Arqit’s SPAC.
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LONG BEACH, Calif.--(BUSINESS WIRE)--Virgin Orbit, the responsive launch
and space solutions company that has announced a planned business combination with NextGen Acquisition Corp. II (“NextGen”)
(NASDAQ: NGCA), has signed a new launch contract covering two dedicated launches for Arqit Quantum, Inc. (NASDAQ: ARQQ), a global leader
in quantum encryption technology, plus additional commitments. The two Arqit satellites delivered to Earth orbit by Virgin Orbit’s
LauncherOne air-launched system will be the core component of Arqit’s Platform-as-a-Service, delivering the root source of randomness
to all Arqit data centres using Arqit’s ground breaking Quantum protocol ARQ19.
Arqit and Virgin Orbit are collaborating on responsive space initiatives
serving the nations of the Five Eyes (FVEY) international intelligence alliance, comprising of Australia, Canada, New Zealand, the United
Kingdom, and the United States. Arqit announced in September at the G7 conference the creation of a program called “Federated Quantum
System.” This is a private instance of Arqit’s QuantumCloudTM technology that allied defense departments requiring sovereign
control over mission critical encryption can purchase from Arqit. These long-term, high-value subscription contracts involve Arqit’s
supply of ring-fenced dedicated systems. Arqit has committed to launch such additional customer funded systems exclusively with Virgin
Orbit, and that contract allows for up to five launches that will be realized as anticipated government contracts move forward to utilize
Arqit’s services.
The parties are also pleased to announce that the QuantumCloudTM Software
License signed between the companies in parallel to the launch services agreement will also enable Virgin Orbit to use Arqit’s world-leading
platform to provide market-leading encryption to secure Virgin Orbit’s global infrastructure. Thus Virgin Orbit becomes the world’s
first quantum safe launch services provider.
Dan Hart, Chief Executive Officer of Virgin Orbit commented: “I am
delighted to advance such a comprehensive collaboration with Arqit. Supporting Arqit’s long term subscription agreements with its
defense department customers is important and rewarding business for us. Following a year of increased awareness of cyber risks to businesses
and governments, we’re excited for the opportunity to provide our customers with the promise that Arqit’s unique QuantumCloudTM
system can keep their mission safe.”
“I am delighted that another prestigious global brand has decided
to use QuantumCloudTM to keep their customers’ assets safe,” said David Williams, Founder of Arqit. It is also great to be
able to rely in Virgin Orbit’s responsive launch capability to support the private instance contracts that we are selling to our
government and defense customers. This sales campaign has proceeded well in the last few months. The revenues from these contracts are
expected to provide strong underpinning to our profitability whilst the global Platform-as-a-Service rolls out more generally. So it is
critical that these systems are deployed when we need them, and Virgin Orbit can give that to us.”
ABOUT ARQIT QUANTUM INC
Arqit supplies a unique quantum encryption Platform-as-a-Service which
makes the communications links of any networked device secure against current and future forms of attack – even from a quantum computer.
Arqit’s product, QuantumCloud™, enables any device to download a lightweight software agent, which can create encryption keys
in conjunction with any other device. The keys are computationally secure, optionally one-time use and zero trust. QuantumCloud™
can create limitless volumes of keys in limitless group sizes and can regulate the secure entrance and exit of a device in a group. The
addressable market for QuantumCloud™ is every connected device.
ABOUT VIRGIN ORBIT
Virgin Orbit operates one of the most flexible and responsive space launch
systems ever built. Founded by Sir Richard Branson in 2017, the company began commercial service in 2021, and has already delivered commercial,
civil, national security, and international satellites into orbit. Virgin Orbit’s LauncherOne rockets are designed and manufactured
in Long Beach, California, and are air-launched from a modified 747- 400 carrier aircraft that allows Virgin Orbit to operate from locations
all over the world in order to best serve each customer’s needs. On August 22, 2021, Virgin Orbit entered into a definitive agreement
to combine with NextGen Acquisition Corp. II (NASDAQ: NGCA), a special purpose acquisition company, which would result in Virgin Orbit
becoming a publicly listed company on the Nasdaq Stock Market under the symbol VORB. To learn more, visit virginorbit.com
ABOUT NEXTGEN ACQUISITION CORP. II
NextGen Acquisition Corp. II is a blank check company whose business purpose
is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
businesses. NextGen is led by George Mattson, a former Partner at Goldman, Sachs & Co., and Gregory Summe, former Chairman and CEO
of Perkin Elmer and Vice Chairman of the Carlyle Group. NextGen is listed on NASDAQ under the ticker symbol "NGCA." For more
information, please visit www.nextgenacq.com.
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”) that, if consummated, would result in Virgin Orbit
becoming a publicly listed company. 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.
Participants in the Solicitation
NextGen and Vieco USA and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from NextGen’s shareholders in connection with the proposed transaction.
Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction
may be obtained by reading the proxy statement/prospectus. You may obtain a free copy of this document as described in the preceding paragraph.
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 and the expected
timing of Virgin Orbit’s Above the Clouds mission. 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 registration statement on Form S-4 discussed above, the definitive proxy statement/prospectus included therein 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.
Contacts
Media Enquiries:
Media, Virgin Orbit:
Alison Patch, Senior Director of Communications
press@virginorbit.com
+1-949-616-2504
Media, Arqit:
Julie Moon T: +44 7825 503 950 E: julie.moon@arqit.uk
SEC Newgate: arqit@secnewgate.co.uk
Investor Relations, Arqit:
investorrelations@arqit.uk
Gateway: arqit@gatewayir.com
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