UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
 
 
Virgin Galactic Holdings, Inc.

(Name of Issuer)
 
Common Stock

(Title of Class of Securities)
 
92766K106

(CUSIP Number)
 
James Cahillane
Virgin Management USA, Inc.
65 Bleecker Street, 6th Floor,
New York, NY 10012
(212) 497-9050

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 1, 2023

(Date of Event Which Requires Filing of This Statement)
 
        If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

       The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 




CUSIP No. 92766K106
  
Schedule 13D
  
Page 1 of 9
 
 
1
NAMES OF REPORTING PERSONS
 
 
Virgin Investments Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
British Virgin Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
30,745,494
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
30,745,494
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
30,745,494
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 

CUSIP No. 92766K106
  
Schedule 13D
  
Page 2 of 9
 
 
1
NAMES OF REPORTING PERSONS
 
 
Corvina Holdings Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
British Virgin Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
30,745,494
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
30,745,494
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
30,745,494
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 


CUSIP No. 92766K106
  
Schedule 13D
  
Page 3 of 9
 
 
1
NAMES OF REPORTING PERSONS
 
 
Virgin Group Holdings Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
British Virgin Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
30,745,494
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
30,745,494
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
30,745,494
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
   

CUSIP No. 92766K106
  
Schedule 13D
  
Page 4 of 9
 
 
1
NAMES OF REPORTING PERSONS
 
 
BFT (PTC) Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
British Virgin Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
30,745,494
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
30,745,494
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
30,745,494
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 

CUSIP No. 92766K106
  
Schedule 13D
  
Page 5 of 9
 
 
1
NAMES OF REPORTING PERSONS
 
 
BFT CLG (PTC) Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
British Virgin Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
30,745,494
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
30,745,494
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
30,745,494
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
   

CUSIP No. 92766K106
  
Schedule 13D
  
Page 6 of 9
 
 
1
NAMES OF REPORTING PERSONS
 
 
Sir Richard Branson
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Dual Citizenship: United Kingdom and British Virgin Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
30,745,494
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
30,745,494
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
30,745,494
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
     


CUSIP No. 92766K106
  
              Schedule 13D
  
Page 7 of 9
 

Explanatory Note

This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) amends and supplements the Schedule 13D filed with United States Securities and Exchange Commission on November 4, 2019 (as amended to date, the “Schedule 13D”) relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Virgin Galactic Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

    Item 2.
Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:

The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Virgin Investments Limited (“VIL”);

Corvina Holdings Limited (“Corvina”);

Virgin Group Holdings Limited (“VGHL”);

BFT (PTC) Limited (“PTC”);

BFT CLG (PTC) Limited (“CLG”); and

Sir Richard Branson.

VIL is a British Virgin Islands exempted company whose principal business is investing in securities, including the securities of the Issuer. Corvina is a British Virgin Islands exempted company whose principal business is investing in securities. VGHL is a British Virgin Islands exempted company whose principal business is to serve as a holding company. PTC is a British Virgin Islands private trust company whose principal business is to serve as trustee of trusts described in Item 5 of this Amendment No. 9. CLG is a British Virgin Islands private trust company whose principal business is to hold and exercise rights with respect to the administration of PTC and the trusts of which PTC is trustee. Sir Richard Branson is a dual citizen of the United Kingdom and the British Virgin Islands whose principal business is entrepreneurship. The address of Sir Richard Branson is Branson Villa, Necker Beach Estate, Necker Island, VG 1150, British Virgin Islands. The business address of each of the other Reporting Persons is Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands.

Information with respect to the directors and officers of VIL, Corvina, VGHL, PTC and CLG (collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.

In connection with an internal restructuring, Virgin Group Investments LLC (“VGIL”) was removed from the corporate group structure. Corvina became the sole shareholder of VIL, and accordingly, VGIL ceased to be a Reporting Person, and the Schedule 13D is hereby amended to delete all references to VGIL.

The Reporting Persons, SCH Sponsor Corp. (“Sponsor”) and Chamath Palihapitiya may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by Sponsor and Mr. Palihapitiya are not the subject of this Schedule 13D and accordingly, neither Sponsor nor Mr. Palihapitiya is included as a Reporting Person. For a description of the relationship between the Reporting Persons, Sponsor and Mr. Palihapitiya, see Item 4 in the Schedule 13D.

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
    Item 5.
Interest in Securities of the Issuer.

Item 5(a) - (b) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:

The following sets forth, as of November 1, 2023, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 367,136,598 shares of Common Stock outstanding as of July 25, 2023:



CUSIP No. 92766K106
  
Schedule 13D
  
Page 8 of 9
 

 
Reporting
person(1)
 
Amount
beneficially
owned
 
Percent
of class
 
Sole
power to
vote or to
direct the
vote
 
Shared
power to
vote or to
direct the
vote
 
Sole power
to dispose
or to direct
the
disposition
 
Shared
power to
dispose or to
direct the
disposition
Virgin Investments Limited
   
30,745,494
 
8.4%
 
0
 
30,745,494
 
0
 
30,745,494
Corvina Holdings Limited
   
30,745,494
 
8.4%
 
0
 
30,745,494
 
0
 
30,745,494
Virgin Group Holdings Limited
   
30,745,494
 
8.4%
 
0
 
30,745,494
 
0
 
30,745,494
BFT (PTC) Limited
   
30,745,494
 
8.4%
 
0
 
30,745,494
 
0
 
30,745,494
BFT CLG (PTC) Limited
   
30,745,494
 
8.4%
 
0
 
30,745,494
 
0
 
30,745,494
Sir Richard Branson
   
30,745,494
 
8.4%
 
0
 
30,745,494
 
0
 
30,745,494


(1)
Does not include shares held by SCH Sponsor Corp. (the “Sponsor”), Chamath Palihapitiya and Aabar. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock held by the Sponsor, Mr. Palihapitiya and Aabar.

VIL is the record holder of the securities reported herein. Corvina is the sole shareholder of VIL, and VGHL is the sole shareholder of Corvina. PTC, in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson’s family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, CLG has certain consent rights with respect to the exercise by PTC of its control over VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by VIL.

Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL regarding the voting and disposition of securities owned by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the securities owned by VIL.

(c)     On November 1, 2023, Sir Richard Branson transferred all of the ordinary shares of VGHL to PTC, in its capacity as trustee of trusts for the benefit of his family and related philanthropic causes. The aggregate beneficial ownership of the securities of the Issuer held by VIL is unchanged as a result of this transaction. Except for the foregoing, none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock in the past 60 days.

(d)     None.

(e)     Not applicable.

    Item 7.
Materials to be Filed as Exhibits.

Exhibit Number
Description



CUSIP No. 92766K106
  
Schedule 13D
  
Page 9 of 9
 


                                                                                                                                            SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 3, 2023
 

  VIRGIN INVESTMENTS LIMITED  
       

By:
/s/ James Cahillane
 
  Name:
James Cahillane
 
  Title:
Attorney-in-fact
 


  CORVINA HOLDINGS LIMITED
 
       

By:
/s/ James Cahillane
 
  Name:
James Cahillane
 
  Title: Attorney-in-fact
 


  VIRGIN GROUP HOLDINGS LIMITED
 
       

By:
/s/ James Cahillane
 
  Name:
James Cahillane
 
  Title: Attorney-in-fact
 


  BFT (PTC) LIMITED
 
       

By:
/s/ James Cahillane
 
  Name:
James Cahillane
 
  Title: Attorney-in-fact
 


  BFT CLG (PTC) LIMITED
 
       

By:
/s/ James Cahillane
 
  Name:
James Cahillane
 
  Title: Attorney-in-fact
 


  SIR RICHARD BRANSON
 
       

By:
/s/ James Cahillane
 
  Name:
James Cahillane
 
  Title:
Attorney-in-fact
 



SCHEDULE A

The name, present principal occupation or employment, business address and citizenship of each of the executive officers and directors of Virgin Investments Limited, Corvina Holdings Limited, Virgin Group Holdings Limited, BFT (PTC) Limited and BFT CLG (PTC) Limited are set forth below.

Virgin Investments Limited

Name
 
Present Principal Occupation or
Employment
 
Business Address
 
Citizenship
Joshua Bayliss
 
Chief Executive Officer, Virgin Group
 
Avenue d’Ouchy 14. c/o Etude Petremand & Rappo, avocats 1006, Lausanne, Switzerland
 
United Kingdom
 New Zealand
Francis Dearie
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
United Kingdom
Peter Richard Nicholas Tarn
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
United Kingdom
Lynadia Maduro-Maximin (Alternate Director)
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
British Virgin Islands
Kerry Leigh Graziola (Alternate Director)
 
Director of Fiduciary & Custodial
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
Zimbabwe

Corvina Holdings Limited

Name
 
Present Principal Occupation or
Employment
 
Business Address
 
Citizenship
Joshua Bayliss
 
Chief Executive Officer, Virgin Group
 
Avenue d’Ouchy 14. c/o Etude Petremand & Rappo, avocats 1006, Lausanne, Switzerland
 
United Kingdom
New Zealand
Francis Dearie
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
United Kingdom
Peter Richard Nicholas Tarn
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
United Kingdom
Lynadia Maduro-Maximin (Alternate Director)
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
British Virgin Islands
Kerry Leigh Graziola (Alternate Director)
 
Director of Fiduciary & Custodial
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
Zimbabwe

Virgin Group Holdings Limited

Name
 
Present Principal Occupation or
Employment
 
Business Address
 
Citizenship
Joshua Bayliss
 
Chief Executive Officer, Virgin Group
 
Avenue d’Ouchy 14. c/o Etude Petremand & Rappo, avocats 1006, Lausanne, Switzerland
 
United Kingdom
New Zealand
Sheila Colleen George
 
Lawyer
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
United Kingdom
Sir Richard Branson
 
Self-Employed
 
Branson Villa, Necker Beach Estate, Necker Island, VG1150, BVI
 
United Kingdom
British Virgin Islands
Francis Dearie
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
United Kingdom
Peter Michael Russell Norris
 
Self-Employed
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
United Kingdom
Lynadia Maduro-Maximin (Alternate Director)
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
British Virgin Islands
Kerry Leigh Graziola (Alternate Director)
 
Director of Fiduciary & Custodial
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
Zimbabwe
Peter Richard Nicholas Tarn (Alternate Director)
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
United Kingdom


BFT (PTC) Limited

Name
 
Present Principal Occupation or
Employment
 
Business Address
 
Citizenship
Joshua Bayliss
 
Chief Executive Officer, Virgin Group
 
Avenue d’Ouchy 14. c/o Etude Petremand & Rappo, avocats 1006, Lausanne, Switzerland
 
United Kingdom
New Zealand
Sir Richard Branson
 
Self-Employed
 
Branson Villa, Necker Beach Estate, Necker Island, VG1150, BVI
 
United Kingdom
British Virgin Islands
Saathi Yamraj
 
Director
 
Craigmuir Chambers, Road Town, Tortola, VG1110, BVI
 
British Virgin Islands
United States

BFT CLG (PTC) Limited(1)

Name
 
Present Principal Occupation or
Employment
 
Business Address
 
Citizenship
Sir Richard Branson(2)
 
Self-Employed
 
Branson Villa, Necker Beach Estate, Necker Island, VG1150, BVI
 
United Kingdom
British Virgin Islands
Holly Branson
 
Chief Purpose and Vision Officer, Virgin Group
 
66 Porchester Road, London, United Kingdom, W2 6ET
 
United Kingdom


(1)
(2)
The CLG has the legal ability to remove and replace directors of the PTC and accordingly may be deemed to control the PTC.
By virtue of his ownership of all the “A” membership interests in the CLG, Sir Richard Branson may be deemed to control the CLG.










Exhibit 99.1


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/A. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 3rd day of November, 2023

  VIRGIN INVESTMENTS LIMITED  
       

By:
/s/ James Cahillane  
    Name: James Cahillane  
    Title: Attorney-in-fact  


  CORVINA HOLDINGS LIMITED  
   
 

By:
/s/ James Cahillane  
    Name: James Cahillane  
    Title: Attorney-in-fact  
 

  VIRGIN GROUP HOLDINGS LIMITED  
       

By:
/s/ James Cahillane  
    Name: James Cahillane  
    Title: Attorney-in-fact  
 

  BFT (PTC) LIMITED  
       

By:
/s/ James Cahillane  
    Name: James Cahillane  
    Title: Attorney-in-fact  
 

  BFT CLG (PTC) LIMITED  
       

By:
/s/ James Cahillane  
    Name: James Cahillane  
    Title: Attorney-in-fact  
 

  SIR RICHARD BRANSON  
       

By:
/s/ James Cahillane  
    Name: James Cahillane  
    Title: Attorney-in-fact  
 


Exhibit 99.2

POWER OF ATTORNEY

Know by all these presents, that the undersigned hereby makes, constitutes and appoints each and any of James Cahillane and Harold Brunink, with full power of substitution and re-substitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.          Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority;

2.           prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3.           seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the securities of any company whose securities are registered under the Exchange Act (each, a “Company”), from any third party, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and the undersigned approves and ratifies any such release of information; and

4.           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in connection with the foregoing, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and re-substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect for a period of five (5) years from the date hereof or until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of November, 2023.


  VIRGIN INVESTMENTS LIMITED  
       

By:
/s/ Kerry Leigh Graziola  
  Name:
Kerry Leigh Graziola  
  Title:
Alternate Director  
       




[Signature Page to Power of Attorney]


POWER OF ATTORNEY


Know by all these presents, that the undersigned hereby makes, constitutes and appoints each and any of James Cahillane and Harold Brunink, with full power of substitution and re-substitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.          Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority;

2.          prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3.          seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the securities of any company whose securities are registered under the Exchange Act (each, a “Company”), from any third party, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and the undersigned approves and ratifies any such release of information; and

4.          do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in connection with the foregoing, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and re-substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect for a period of five (5) years from the date hereof or until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of November, 2023.


  CORVINA HOLDINGS LIMITED
 
       

By:
/s/ Kerry Leigh Graziola  
  Name:
Kerry Leigh Graziola  
  Title:
Alternate Director  
       




[Signature Page to Power of Attorney]


POWER OF ATTORNEY

Know by all these presents, that the undersigned hereby makes, constitutes and appoints each and any of James Cahillane and Harold Brunink, with full power of substitution and re-substitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.          Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority;

2.          prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3.          seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the securities of any company whose securities are registered under the Exchange Act (each, a “Company”), from any third party, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and the undersigned approves and ratifies any such release of information; and

4.          do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in connection with the foregoing, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and re-substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect for a period of five (5) years from the date hereof or until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of November, 2023.


  VIRGIN GROUP HOLDINGS LIMITED
 
       

By:
/s/ Kerry Leigh Graziola  
  Name:
Kerry Leigh Graziola  
  Title:
Alternate Director  
       





[Signature Page to Power of Attorney]


POWER OF ATTORNEY

Know by all these presents, that the undersigned hereby makes, constitutes and appoints each and any of James Cahillane and Harold Brunink, with full power of substitution and re-substitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.          Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority;

2.          prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3.          seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the securities of any company whose securities are registered under the Exchange Act (each, a “Company”), from any third party, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and the undersigned approves and ratifies any such release of information; and

4.          do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in connection with the foregoing, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and re-substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect for a period of five (5) years from the date hereof or until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of October, 2023.


 
Signed for and on behalf of
BFT (PTC) LIMITED
   
 
by an authorized director:
/s/ Sir Richard Branson
   
  Name:
Sir Richard Branson
  Title:
Director





[Signature Page to Power of Attorney]


POWER OF ATTORNEY

Know by all these presents, that the undersigned hereby makes, constitutes and appoints each and any of James Cahillane and Harold Brunink, with full power of substitution and re-substitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.          Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority;

2.          prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3.          seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the securities of any company whose securities are registered under the Exchange Act (each, a “Company”), from any third party, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and the undersigned approves and ratifies any such release of information; and

4.          do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in connection with the foregoing, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and re-substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect for a period of five (5) years from the date hereof or until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of October, 2023.


 
Signed for and on behalf of
BFT CLG (PTC) LIMITED
   
 
by an authorized director:
/s/ Sir Richard Branson
   
  Name:
Sir Richard Branson
  Title:
Director





[Signature Page to Power of Attorney]



POWER OF ATTORNEY

Know by all these presents, that the undersigned hereby makes, constitutes and appoints each and any of James Cahillane and Harold Brunink, with full power of substitution and re-substitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.          Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority;

2.          prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3.          seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the securities of any company whose securities are registered under the Exchange Act (each, a “Company”), from any third party, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and the undersigned approves and ratifies any such release of information; and

4.          do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in connection with the foregoing, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and re-substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect for a period of five (5) years from the date hereof or until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of November, 2023.


  SIR RICHARD BRANSON
 
       

By:
/s/ Sir Richard Branson
 
  Name:
Sir Richard Branson
 
       




[Signature Page to Power of Attorney]


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