Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on August 22, 2021, the registrant entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Pulsar Merger Sub,
Inc. ("Merger Sub") and Vieco USA, Inc. ("Vieco USA"), which contemplated, among
other things, the domestication of the registrant and continuation of the
registrant as a Delaware corporation, the change of the registrant's name to
"Virgin Orbit Holdings, Inc.", and the merger of Merger Sub with and into Vieco
USA, with Vieco USA surviving the merger as a wholly owned subsidiary of the
registrant (collectively, the "Transactions").
As previously reported, pursuant to the terms of the Merger Agreement, if, after
the deadline for Acquiror Share Redemptions (as defined in the Merger Agreement)
had passed in connection with the Acquiror Shareholders' Meeting (as defined in
the Merger Agreement), the sum of (x) the amount of cash available in (i) the
trust account into which substantially all of the proceeds of the registrant's
initial public offering and private placements of its warrants were deposited
for the benefit of the registrant, certain of its public shareholders and the
underwriters of the registrant's initial public offering (the "Trust Account"),
after deducting the amount required to satisfy the registrant's obligations to
its shareholders that exercised their rights to redeem their Class A Ordinary
Shares of the registrant pursuant to the registrant's constitutional documents,
transaction expenses of the registrant or its affiliates, and any deferred
underwriting commissions being held in the Trust Account (the "Trust Amount")
plus (y) the PIPE Investment Amount (as defined in the Merger Agreement), was
expected to be less than $200,000,000, then, at or prior to the closing of the
Transactions, Virgin Investments Limited, a company limited by shares under the
laws of the British Virgin Islands ("VIL"), and its affiliates had the right
(but not the obligation) to purchase up to $100,000,000 of additional shares of
Acquiror Common Stock (as defined in the Merger Agreement) at a price per share
of $10.00 (the aggregate dollar value of such purchase, the "Additional Equity
Amount").
Pursuant to this right, on December 28, 2021, VIL entered into a subscription
agreement pursuant to which VIL agreed to subscribe for 5,820,000 shares of the
registrant's common stock in connection with the closing of the Transactions for
an aggregate cash purchase price of $58,200,000. On December 28, 2021, George N.
Mattson and Gregory L. Summe, the co-chairmen of the registrant's board of
directors prior to the consummation of the Transactions, also each entered into
a subscription agreement pursuant to which each of Mr. Mattson and Mr. Summe
agreed to subscribe for 100,000 shares of the registrant's common stock in
connection with the closing of the Transactions for an aggregate cash purchase
price of $1,000,000 each (collectively, with VIL's additional subscription, the
"Additional Subscriptions"). The subscription agreements relating to the
Additional Subscriptions include registration rights substantially identical to
those included in the previously reported subscription agreements entered into
on August 22, 2021, concurrently with the execution of the Merger Agreement.
1
The Additional Subscriptions were consummated concurrently with the Transactions
on December 29, 2021. The shares of common stock purchased pursuant to the
Additional Subscriptions were issued in reliance on the exemption from
registration requirements provided by Section 4(a)(2) of the Securities Act.
Terms used in this Current Report on Form 8-K (this "Report") but not defined
herein, or for which definitions are not otherwise incorporated by reference
herein, shall have the meaning given to such terms in the proxy
statement/prospectus (the "Proxy Statement/Prospectus") filed with the
Securities and Exchange Commission (the "SEC") by NextGen on December 7, 2021 in
the section entitled "Frequently Used Terms" beginning on page 1 thereof, and
such definitions are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
After giving effect to the redemption of 31,480,291 Class A ordinary shares of
the registrant in connection with the Transactions, the forfeiture of 765,000
Class B ordinary shares of NextGen by the Sponsor in connection with the
Closing, the Transactions and the concurrent private placements (including the
Additional Subscriptions), there were 334,919,914 shares of the registrant's
common stock outstanding following the Transactions. Of these shares, the
registrant's public shareholders owned approximately 2.0% of the outstanding
common stock, prior stockholders of Vieco USA owned approximately 93.7% of the
outstanding common stock, NextGen Sponsor II LLC and related parties
collectively owned approximately 3.1% of the outstanding common stock, and
third-party investors in a previously reported private placement owned
approximately 1.2% of the outstanding common stock.
Item 9.01. Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Form of Additional Subscription Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
© Edgar Online, source Glimpses