0001213900-22-000348.txt : 20220103 0001213900-22-000348.hdr.sgml : 20220103 20220103211529 ACCESSION NUMBER: 0001213900-22-000348 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210413 FILED AS OF DATE: 20220103 DATE AS OF CHANGE: 20220103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mattson George N CENTRAL INDEX KEY: 0001559238 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40267 FILM NUMBER: 22503875 MAIL ADDRESS: STREET 1: C/O DELTA AIR LINES, INC. STREET 2: P.O. BOX 20574, DEPT. 981 CITY: ATLANTA STATE: GA ZIP: 30320 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Virgin Orbit Holdings, Inc. CENTRAL INDEX KEY: 0001843388 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 981576914 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4022 EAST CONANT STREET CITY: LONG BEACH STATE: CA ZIP: 90808 BUSINESS PHONE: (562) 706-7108 MAIL ADDRESS: STREET 1: 4022 EAST CONANT STREET CITY: LONG BEACH STATE: CA ZIP: 90808 FORMER COMPANY: FORMER CONFORMED NAME: NextGen Acquisition Corp. II DATE OF NAME CHANGE: 20210129 4 1 ownership.xml X0306 4 2021-04-13 0 0001843388 Virgin Orbit Holdings, Inc. VORB 0001559238 Mattson George N C/O VIRGIN ORBIT HOLDINGS, INC., 4022 E. CONANT ST LONG BEACH CA 90808 1 0 0 0 Common Stock 2021-12-29 4 A 0 390000 10.00 A 390000 D Common Stock 2021-12-29 4 C 0 8799864 A 8799864 I See footnote Class B Ordinary Shares 2021-04-13 4 D 0 497636 D Common Stock 497636 9564864 I See Footnote Class B Ordinary Shares 2021-12-29 4 D 0 765000 D Common Stock 765000 8799864 I See Footnote Class B Ordinary Shares 2021-12-29 4 C 0 8799864 D Common Stock 8799864 0 I See Footnote Private Placement Warrants 11.50 2021-12-29 4 A 0 6767927 2.50 A 2026-12-29 Common Stock 6767927 6767927 I See Footnote Reflects Issuer's common stock acquired from the Issuer pursuant to a Subscription Agreement in connection with the business combination of NextGen Acquisition Corp. II (the former name of the Issuer ("NGCA") and Vieco USA, Inc. ("Vieco USA") (such business combination, the "Business Combination"), which closed on December 29, 2021. Pursuant to the Business Combination, NGCA domesticated as a Delaware corporation and changed its name to "Virgin Orbit Holdings, Inc." and each NGCA Class B ordinary share that was issued and outstanding as of immediately prior to the domestication was automatically converted into one share of the Issuer's common stock upon the domestication. Reflects securities held by NextGen Sponsor II LLC (the "Sponsor"). The reporting person and Gregory Summe may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Mr. Mattson disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of his pecuniary interest therein. On April 13, 2021, the Sponsor surrendered 497,636 NGCA Class B ordinary shares for no consideration upon the partial exercise of the over-allotment by Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC (the "Underwriters") in connection with NGCA's initial public offering. Pursuant to the terms of a Letter Agreement, dated as of December 28, 2021, by and among NGCA and the Sponsor, the Sponsor surrendered 765,000 NGCA Class B ordinary shares as of immediately prior to the Domestication for no consideration. Reflects Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering. Each warrant is exercisable for one share of the Issuer's common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on March 25, 2022 and expire on December 29, 2026 or earlier upon redemption or liquidation. Exhibit 24 - Power of Attorney. /s/ Derrick Boston, Attorney-in-fact 2022-01-03 EX-24 2 ea153338ex24_virginorbit.htm POWER OF ATTORNEY

Exhibit 24

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Virgin Orbit Holdings, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Exhibit A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

  1. prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

  2. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

  3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

  4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, 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-facts 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 resubstitution 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 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless 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 3 day of December, 2021.

 

  Signature: /s/ George Mattson
  Print Name:  George Mattson

 

 

 

 

Exhibit A

 

Individual Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

  1. Derrick Boston