Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
April 04 2022 - 7:42AM
Edgar (US Regulatory)
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 this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Amendment No. 1 (the “Amendment”) to our Annual Report on Form 10-K filed with the SEC on April 4, 2022. Accordingly, we have attached the Amendment to this prospectus supplement.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Virgin Orbit Holdings, Inc.’s common stock and warrants are listed on The Nasdaq Stock Market LLC under the symbols “VORB” and “VORBW.” On April 1, 2022, the closing price of our common stock was $7.08 and the closing price of our warrants was $1.33.
We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves certain risks. See “Risk Factors” beginning on page 8 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 4, 2022.
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.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 98-1576914 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | |
4022 E. Conant St. | | |
Long Beach, CA | | 90808 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (562) 388-4400
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, $0.0001 par value per share | | VORB | | The Nasdaq Stock Market LLC |
Warrants to purchase common stock, | | VORBW | | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
__________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☐
As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common stock held by non-affiliates, computed by reference to the closing sales price of $10.29 reported on The Nasdaq Stock Market LLC, was approximately $393.7 million.
As of March 29,2022, there were approximately 334,919,914 shares of the registrant's common stock, $0.0001 par value per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Virgin Orbit Holdings, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the Securities Exchange Commission on March 30, 2022 (the “Original Form 10-K”) solely to include exhibits that were inadvertently omitted or incorrectly hyperlinked in the Original Form 10-K.
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other information contained or incorporated in, including the exhibits thereto, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
The Company’s independent registered public accounting firm is KPMG LLP, Los Angeles, California, Auditor Firm ID: 185.
Item 15. Exhibits and Financial Statement Schedules
| | | | | | | | |
Exhibit No. | | Description |
2.1† | | |
3.1 | | |
3.2 | | |
4.1 | | |
4.2 | | |
4.3 | | |
4.4 | | |
4.5 | | |
10.1 | | |
10.2(a) | | |
10.2(b) | | |
10.3 | | |
10.4(a) | | |
10.4(b) | | |
10.5 | | |
10.6 | | |
10.7 | | |
10.8 | | |
10.9†+ | | |
| | | | | | | | |
Exhibit No. | | Description |
10.10# | | |
10.11# | | |
10.12# | | |
10.12(a)# | | |
10.13# | | |
10.13(a)# | | |
10.13(b)# | | |
10.13(c)# | | |
10.14# | | |
10.15^ | | |
10.16^ | | |
10.17*†+ | | |
10.20 | | |
10.21 | | |
21.1 | | |
23.1 | | |
24.1 | | |
31.1* | | |
31.2* | | |
32.1** | | |
32.2** | | |
| | | | | | | | |
Exhibit No. | | Description |
101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (incorporated by reference to Exhibit 101.INS to the Original Form 10-K). |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH to the Original Form 10-K). |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL to the Original Form 10-K). |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF to the Original Form 10-K). |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to Exhibit 101.LAB to the Original Form 10-K). |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE to the Original Form 10-K). |
104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
____________
*Filed herewith.
**Furnished herewith.
†Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
+ Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item (601)(a)(6).
^ Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select information.
# Indicates a management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | | | | |
| | | | VIRGIN ORBIT HOLDINGS, INC. |
| | | | | |
| Date: | April 4, 2022 | | By: | /s/ Daniel Hart |
| | | | Name: | Daniel Hart |
| | | | Title: | Chief Executive Officer |
| | | | | (Principal Executive Officer) |
| | | | | |
| Date: | April 4, 2022 | | By: | /s/ Brita O’Rear |
| | | | Name: | Brita O’Rear |
| | | | Title: | Chief Financial Officer |
| | | | | (Principal Financial and Accounting Officer) |
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