Item 1.01 Entry into a Material Definitive Agreement

The information set forth below in Item 1.03 of this Current Report on Form 8-K (this "Current Report") under the captions "Debtor-in-Possession Credit Agreement" and "Termination and Debrand Agreement; Termination of TMLA" is hereby incorporated by reference in this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement

The information set forth below in Item 1.03 of this Current Report under the caption "Termination and Debrand Agreement; Termination of TMLA" is hereby incorporated by reference in this Item 1.02.

Item 1.03 Bankruptcy or Receivership

Voluntary Petitions for Bankruptcy



On April 4, 2023 (the "Petition Date"), Virgin Orbit Holdings, Inc. (the
"Company") and its domestic subsidiaries, Virgin Orbit National Systems, LLC,
Vieco USA, Inc., Virgin Orbit, LLC and JACM Holdings, Inc. (together with the
Company, the "Debtors"), commenced voluntary proceedings under Chapter 11 of the
United States Bankruptcy Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The
Debtors have requested that the Chapter 11 proceedings be jointly administered
under the caption In re Virgin Orbit Holdings, Inc., et al. (the "Chapter 11
Cases"). The Debtors continue to operate their business as
"debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and orders of
the Bankruptcy Court. The Debtors are seeking approval of a variety of "first
day" motions containing customary relief intended to assure the Debtors' ability
to continue their ordinary course operations.

Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at https://cases.ra.kroll.com/virginorbit, a website administered by Kroll Restructuring Administration, a third party bankruptcy claims and noticing agent. The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report.

Debtor-in-Possession Credit Agreement



Subject to the approval of the Bankruptcy Court, the Debtors expect to enter
into a Senior Secured Superpriority Debtor-in-Possession Term Loan Credit
Agreement (the "DIP Credit Agreement") with Virgin Investments Limited (the "DIP
Lender" or "VIL"), substantially in the form attached hereto as Exhibit 10.1.

If the DIP Credit Agreement is approved by the Bankruptcy Court as proposed, the
DIP Lender would provide a super-priority senior secured debtor-in-possession
term loan credit facility in an aggregate principal amount not to exceed $74.1
million (the "DIP Facility"), consisting of up to $31.6 million in principal
amount of new money term loan commitments (the "DIP New Money Loans") and a
roll-up of (a) the senior secured convertible note in the principal amount of
$10.9 million (the "New Money Bridge Note") that was funded prepetition and (b)
a portion of the VIL Notes, in each case as described below. Borrowings under
the DIP Facility would be senior secured obligations of the Debtors, secured by
a super-priority lien on the collateral under the DIP Facility, which includes
substantially all of the Debtors' assets. The DIP Credit Agreement contains
various customary representations, warranties and covenants of the Debtors.

The New Money Bridge Note was funded on March 30, 2023 and will be converted
into a separate tranche of the DIP Facility on the date on which the Bankruptcy
Court issues an Interim DIP Order (as defined below). The New Money Bridge Note
bears interest at a rate of 12.00% per annum (or 16.0% upon the occurrence and
during the continuance of an event of default), payable monthly in arrears.

Upon the Bankruptcy Court's entry of an interim order approving the DIP Facility
(the "Interim DIP Order"), the DIP Lender will fund $12.25 million of DIP New
Money Loans (the "Interim New Money Loans"). Upon the Bankruptcy Court's entry
of a final order approving the DIP Facility (the "Final DIP Order"), the DIP
Lender shall fund an additional $15.15 million of DIP New Money Loans (the
"Final New Money Loans" and, together with the Interim New Money Loans, the "New
Money Loans"). The New Money Loans shall bear interest at a rate of 12.00% (or
16.0% upon the occurrence and during the continuance of an event of default) per
annum, payable monthly in arrears.


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The DIP Credit Agreement also permits, to the extent necessary, one or more
additional fundings in an aggregate principal amount of up to $4.2 million from
the DIP Lender, which shall be made available following entry of (A) an order
approving severance payments to the Debtors' employees (a "Severance Approval
Order") and (B) the Interim DIP Order (the "DIP Severance New Money Loans"). The
DIP Severance New Money Loans may be drawn in one or more draws, in each case in
an amount not to exceed the amount of severance payments due and payable and
approved by the Bankruptcy Court (the "Approved Severance Payments"). The DIP
Severance New Money Loans are to be used solely for Approved Severance Payments,
which may or may not become necessary.

Pursuant to the DIP Facility, a portion of the VIL Notes (as defined below) . . .

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The filing of the Chapter 11 Cases constitutes an event of default that accelerated obligations under the following material debt instruments and agreements:

•the Senior Secured Convertible Note, dated November 4, 2022, between the Company and Virgin Investments Limited, for an aggregate principal amount of $25.0 million, plus accrued and unpaid interest thereon (the "November 2022 Note");



•the Senior Secured Convertible Note, dated December 19, 2022, between the
Company and Virgin Investments Limited, for an aggregate principal amount of
$20.0 million, plus accrued and unpaid interest thereon (the "December 2022
Note");


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•the Senior Secured Convertible Note, dated January 30, 2022, between the Company and Virgin Investments Limited, for an aggregate principal amount of $10.0 million, plus accrued and unpaid interest thereon (the "January 2023 Note");



•the Senior Secured Convertible Note, dated February 28, 2023, between the
Company and Virgin Investments Limited, for an aggregate principal amount of
$5.0 million, plus accrued and unpaid interest thereon (the "February 2023
Note");
•the Senior Secured Convertible Note, dated March 30, 2023, between the Company
and Virgin Investments Limited, for an aggregate principal amount of $10.9
million, plus accrued and unpaid interest thereon (together with the November
2022 Note, the December 2022 Note, the January 2023 Note and the February 2023
Note, the "VIL Notes"); and

•the Convertible Debenture, dated June 29, 2022, between the Company and YA II PN, Ltd.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Director Appointments



On March 31, 2023, VIL, the holder of 252,126,308 shares of Common Stock
representing approximately 74.8% of the voting power of all then outstanding
shares of voting stock of the Company entitled to vote at an election of
directors, acting by written consent without a meeting, in accordance with the
Company's Certificate of Incorporation, authorized and approved the appointment
of each of Alan Carr and Jill Frizzley to the Board, as Class I and Class III
directors, respectively, effective March 31, 2023 (the "Effective Date") for a
term expiring at the Company's 2025 annual meeting of stockholders and 2024
annual meeting of stockholders, respectively, or until such director's
respective successor is duly elected and qualified, or until such director's
earlier death, resignation or removal.

In connection with the appointment of Mr. Carr to the Board, Mr. Carr entered
into an agreement (the "Carr Agreement"), pursuant to which Mr. Carr has agreed
to serve as an independent director on the Board. The Carr Agreement provides
for a fixed monthly cash fee of $45,000. The monthly cash fee is thereafter
payable on the first of each month thereafter. This compensation is in lieu of
the compensation Mr. Carr would otherwise be eligible to receive under the
Company's Non-Employee Compensation Program. The foregoing summary of the Carr
Agreement is qualified in its entirety by reference to the full text of the
agreement, a copy of which is attached as Exhibit 10.2 to this Current Report
and incorporated in this Item 5.02 by reference.

In connection with the appointment of Ms. Frizzley to the Board, Ms. Frizzley
and the Company entered into an agreement (the "Frizzley Agreement"), pursuant
to which Ms. Frizzley has agreed to serve as an independent director on the
Board. The Frizzley Agreement provides for provides for a fixed monthly cash fee
of $45,000. This compensation is in lieu of the compensation Ms. Frizzley would
otherwise be eligible to receive under the Company's Non-Employee Compensation
Program. The foregoing summary of the Frizzley Agreement is qualified in its
entirety by reference to the full text of the agreement, a copy of which is
attached as Exhibit 10.3 to this Current Report and incorporated in this Item
5.02 by reference.

Except as disclosed in this Current Report, there are no arrangements or
understandings between either Mr. Carr or Ms. Frizzley and any other persons
pursuant to which such director was appointed as a director. There are no family
relationships between either Mr. Carr or Ms. Frizzley and any director or
executive officer of the Company, and neither Mr. Carr nor Ms. Frizzley has a
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.

Officer Departure



As part of the Company's previously announced workforce reduction, on March 30,
2023 Anthony Gingiss, the Company's Chief Operating Officer, was informed that
his position was being eliminated effective April 3, 2023.

Item 5.07 Submission of Matters to a Vote of Security Holders

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The information set forth in the Item 5.02 of this Current Report regarding the
matter submitted to a vote of the Company's security holders is incorporated
into this Item 5.07 by reference.

Item 7.01 Regulation FD Disclosure



On April 4, 2023, the Company issued a press release announcing the filing of
the Chapter 11 Cases. A copy of the press release is attached as Exhibit 99.1
hereto and incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by
reference into any of the Company's filings under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, whether made before or
after the date hereof and regardless of any general incorporation language in
such filings, except to the extent expressly set forth by specific reference in
such a filing.

Cautionary Note Regarding Forward-Looking Statements



This Current Report contains certain forward-looking statements within the
meaning of the federal securities laws. The Company intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act and Section 21E of the
Exchange Act. All statements contained in this Current Report other than
statements of historical fact should be considered forward-looking statements,
including, without limitation, statements regarding the Chapter 11 Cases. 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 Current
Report, including but not limited to: the timing and outcome of the Chapter 11
Cases and the Company's filing for relief under Chapter 11; the impact of the
Chapter 11 Cases on the listing of the Company's securities on the Nasdaq Stock
Market; the impact of the Termination and Debrand Agreement on the Company's
business; and the factors, risks and uncertainties included in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022
as well as in the Company's subsequent filings with the SEC, accessible on the
SEC's website at www.sec.gov and the Investor Information section of the
Company's website at www.virginorbit.com. 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 the Company assumes no obligation and does not
intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits


Exhibit No.                  Description
10.1†                          Form of Debtor-in-Possession Credit Agreement
10.2†                          Independent Director Agreement between the Company and Alan Carr
10.3†                          Independent Director Agreement between the Company and Jill Frizzley
10.4†                          Termination and Debrand Agreement between

the Company and Virgin Enterprises


                             Limited
99.1                           Press Release, dated April     4    , 2023
104                          Cover Page Interactive Data File (embedded

within the Inline XBRL document)





† 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.

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