Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Registration Rights Agreement

On December 29, 2021, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Virgin Orbit, the Sponsor and certain former stockholders of Vieco USA entered into the Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement"). Following the post-Closing Distribution of Virgin Orbit common stock by Vieco 10 to VIL and Fifteenth, VIL and Fifteenth entered into joinders to the Registration Rights Agreement, each as a VO Holder (as defined in the Registration Rights Agreement) thereunder. The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 119 titled "BCA Proposal-Related Agreements-Registration Rights Agreement." Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.1 to this Report and is incorporated herein by reference.





                                       4





Stockholders' Agreement

On December 29, 2021, in connection with the consummation of the Transactions and as contemplated by the Merger Agreement, the Company and Vieco 10 entered into the Stockholders' Agreement (the "Stockholders' Agreement"). Following the post-Closing Distribution of Virgin Orbit common stock by Vieco 10 to VIL and Fifteenth, VIL and Fifteenth entered into a joinder to the Stockholders' Agreement, whereby Fifteenth became a Voting Party and VIL assumed the designation and consent rights granted to Vieco 10 pursuant to the Stockholders' Agreement, except that, so long as Fifteenth continues to own at least 7.5% of the outstanding shares of Virgin Orbit common stock, it will have the right to designate one director. The material terms of the Stockholders' Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 107 titled "BCA Proposal-Related Agreements-Stockholders' Agreement." Such description is qualified in its entirety by the full text of the Stockholders' Agreement, which is included as Exhibit 10.2 to this Report and is incorporated herein by reference.





Trademark License Agreement

On December 29, 2021, in connection with the consummation of the Transactions and as contemplated by the Merger Agreement and pursuant to the deed of novation dated August 22, 2021, by and among Virgin Orbit, LLC, NextGen and Virgin Enterprises Limited, the amended and restated trademark license agreement (the "Amended TMLA") between the Company and Virgin Enterprises Limited became effective, pursuant to which the Company was granted certain rights to use the "Virgin Orbit" name and brand and the Virgin signature logo. The material terms of the Amended TMLA are described in the section of the Proxy . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth above in the "Introductory Note" of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.





                              FORM 10 INFORMATION

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as NextGen was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.





                                       5

Cautionary Note Regarding Forward-Looking Statements

This Report includes statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of Virgin Orbit. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Report (including in information that is incorporated by reference into this Report), words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Virgin Orbit discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Virgin Orbit's management.

Factors that may impact such forward-looking statements include:

? Virgin Orbit's public securities' potential liquidity and trading;

? Virgin Orbit's success in retaining or recruiting, or changes required in, its

officers, key employees or directors;

? the impact of the regulatory environment and complexities with compliance


   related to such environment;
. . .

Item 3.02. Unregistered Sales of Equity Securities.

At the Closing, NextGen consummated the PIPE Investments and issued the Boeing Warrant. The disclosure set forth above in the "Introductory Note" of this Current Report on Form 8-K relating to the PIPE Investments and Boeing Warrant is incorporated into this Item 3.02 by reference.

Virgin Orbit issued the foregoing securities under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") as a transaction not requiring registration under Section 5 of the Securities Act.

Item 4.01. Changes in Registrant's Certifying Accountant.

For accounting purposes, the Transactions are treated as a reverse recapitalization in accordance with GAAP and, as such, the historical financial statements of the accounting acquirer, Virgin Orbit, which have been audited by KPMG LLP, will become the historical financial statements of the Company. In a reverse recapitalization, a change of accountants is presumed to have occurred unless the same accountant audited the pre-transaction financial statements of both the legal acquirer and the accounting acquirer, and such change is generally presumed to occur on the date the reverse recapitalization is completed.

(a) Dismissal of independent registered public accounting firm.

On January 5, 2022, the Audit Committee of the Board dismissed Marcum LLP ("Marcum"), NextGen's independent registered public accounting firm prior to the business combination, as the Company's independent registered public accounting firm.

The report of Marcum on NextGen's, the Company's legal predecessor, balance sheet as of January 18, 2021 and the statements of operations, changes in stockholders' equity and cash flows for the three months ended September 30, 2021 and the period from January 11, 2021 (inception) to September 30, 2021, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During the period from January 11, 2021 (inception) to September 30, 2021 and subsequent interim period through January 5, 2022, there were no disagreements between the Company and Marcum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on NextGen's financial statements for such period.

During the period from January 11, 2021 (inception) to September 30, 2021 and subsequent interim period through January 5, 2022, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except for the previously disclosed material weaknesses identified in NextGen's internal control over financial reporting related to (i) the classification of warrants issued by NextGen in connection with NextGen's initial public offering in March 2021 and (ii) the improper classification of a portion of NextGen's Class A ordinary shares as permanent equity on NextGen's balance sheet. The Audit Committee of the board of directors of NextGen discussed each of the reportable events with Marcum, and NextGen authorized Marcum to respond fully to inquiries of the successor accountant (described below) concerning the reportable events.





                                       19

The Company has provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Marcum's letter, dated January 5, 2022, is filed as Exhibit 16.1 to this Report. . . .

Item 5.01. Changes in Control of Registrant.

The information set forth under the "Introductory Note" in this Current Report on Form 8-K and Item 2.01 of this Current Report is incorporated herein by reference.

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

Executive Officers and Directors

The disclosure set forth in the Sections entitled "Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Report is incorporated herein by reference.

Upon the consummation of the transactions contemplated by the Merger Agreement and documents related thereto, and in accordance with the terms of the Merger Agreement, each executive officer of NextGen ceased serving in such capacities, and Patrick T. Ford, Melina E. Higgins, Jeffrey M. Moslow and Josef H. von Rickenbach ceased serving on NextGen's board of directors.





                                       20

Dan Hart, Susan Helms, Evan Lovell, George N. Mattson, Katharina McFarland, Abdulla Shadid and Gregory L. Summe were appointed as directors of Virgin Orbit, to serve until the end of their respective terms and until their successors are elected and qualified. George N. Mattson, Katharina McFarland and Gregory L. Summe were appointed to serve on Virgin Orbit's audit committee with Gregory L. Summe serving as the chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Susan Helms, Evan Lovell and Abdulla Shadid were appointed to serve on Virgin Orbit's safety committee with Susan Helms serving as the chair. Susan Helms, Evan Lovell, Abdulla Shadid and Gregory L. Summe were appointed to serve on Virgin Orbit's compensation committee with Evan Lovell serving as the chair. George N. Mattson and Katharina McFarland were appointed to serve on Virgin Orbit's nominating and governance committee with George N. Mattson serving as the chair.

Dan Hart was appointed as Virgin Orbit's Chief Executive Officer, Brita O'Rear was appointed as Virgin Orbit's Vice President and Chief Financial Officer, Jim Simpson was appointed as Virgin Orbit's Chief Strategy Officer, Tony Gingiss was appointed as Virgin Orbit's Chief Operating Officer and Derrick Boston was appointed as Virgin Orbit's Chief Legal Officer.

Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section titled "Management of Virgin Orbit Following the Business Combination" beginning on page 223 for biographical information about each of the directors and officers following the Business Combination, which is incorporated herein by reference.

Compensatory Arrangements for Executives

Dan Hart

In connection with the Business Combination, Mr. Hart will be granted a non-qualified stock option award with a grant-date fair value of approximately $4,000,000 effective as of January 4, 2022. The stock option award vests with respect to 25% of the shares subject thereto on the Closing Date, and 12.5% of the shares subject thereto shall vest on each six-month anniversary of the Closing Date thereafter, subject to Mr. Hart's continued service with Virgin Orbit through each such vesting date.

Jim Simpson, Tony Gingiss, Derrick Boston and Brita O'Rear

In connection with the Business Combination, subject to the approval of the Virgin Orbit board of directors, Jim Simpson, Tony Gingiss, Derrick Boston and Brita O'Rear will each be granted a non-qualified stock option award with a grant-date fair value of approximately $800,000 effective as of January 4, 2022. The stock option award vests with respect to 25% of the shares subject thereto on the first anniversary of the grant date, and 1/12th of the shares subject thereto shall vest on each quarterly anniversary of the grant date thereafter, subject to the grantee's continued employment or service, as applicable, with Virgin Orbit through each such vesting date.





                                       21
. . .

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Business Combination, on December 29, 2021, Virgin Orbit's board of directors approved and adopted a new Code of Conduct applicable to all employees, officers and directors of Virgin Orbit. The above description of the Code of Conduct does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Conduct, a copy of which is filed as Exhibit 14.1 hereto and incorporated herein by reference. A copy of the Code of Conduct can also be found at www.investors.virginorbit.com under the link "Code of Conduct."

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled "BCA Proposal" beginning on page 88, which is incorporated herein by reference. Further, the information set forth under the "Introductory Note" in our Current Report on Form 8-K filed with the SEC on January 5, 2022 and Item 2.01 of this Report is incorporated herein by reference.




Item 8.01. Other Events.

As a result of the Business Combination, Virgin Orbit became the successor issuer to NextGen. Pursuant to Rule 12g-3(a) under the Exchange Act, Virgin Orbit's common stock and warrants are deemed registered under Section 12(b) of the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Vieco USA as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 are included in the Proxy Statement/Prospectus beginning on pages F-63, of the Proxy Statement/Prospectus, which are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Vieco USA as of September 30, 2021 and for the periods ended September 30, 2021 are included in the Proxy Statement/Prospectus beginning on pages F-41, of the Proxy Statement/Prospectus, which are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of NextGen and Vieco USA as of and for the nine months ended September 30, 2021 and for the year ended December 31, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.





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(d) Exhibits.



Exhibit
No.                                       Description
2.1+          Agreement and Plan of Merger, dated as of August 22, 2021, by and
            among the Registrant, Pulsar Merger Sub, Inc., and NextGen Acquisition
            Corp. II (incorporated by reference to Exhibit 2.1 to the Registration
            Statement on Form S-4 (File No. 333-259574) filed on September 16,
            2021).
3.1           Certificate of Domestication of NextGen Acquisition Corp. II.
3.2           Certificate of Incorporation of Virgin Orbit Holdings, Inc.
3.3           Bylaws of Virgin Orbit Holdings, Inc.
4.1           Warrant Agreement, dated as of March 22, 2021, between NextGen
            Acquisition Corp. II and Continental Stock Transfer & Trust Company, as
            warrant agent (incorporated by reference to Exhibit 4.4 to the
            Registration Statement on Form S-4 (File No. 333-259574) filed on
            September 16, 2021).
4.2           Specimen Common Stock Certificate of Virgin Orbit Holdings, Inc.
4.3           Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3
            to the Registration Statement on Form S-4 (File No. 333-259574) filed on
            September 16, 2021).
10.1(a)       Amended and Restated Registration Rights Agreement, dated December 29,
            2021, by and among Virgin Orbit Holdings, Inc., NextGen Sponsor II LLC
            and certain former stockholders of Vieco USA, Inc.
10.1(b)       VIL and Fifteenth joinder agreement, dated December 29, 2021, to the
            Amended and Restated Registration Rights Agreement.
10.2(a)       Stockholders' Agreement, dated December 29, 2021, by and between
            Virgin Orbit Holdings, Inc. and Vieco 10 Limited.
10.2(b)       VIL and Fifteenth joinder agreement, dated December 29, 2021, to the
            Stockholders' Agreement.
10.3+         Deed of Novation, Amendment and Restatement, dated August 22, 2021, by
            and among Virgin Enterprises Limited, Virgin Orbit, LLC and NextGen
            Acquisition Corp. II (incorporated by reference to Exhibit 10.2 to the
            Registration Statement on Form S-4 (File No. 333-259574) filed on
            September 16, 2021).
10.4†         Amended and restated trademark license agreement in the form attached
            as an annex to the Deed of Novation, Amendment and Restatement entered
            into by and among Virgin Enterprises Limited, Virgin Orbit, LLC and the
            Registrant, dated August 22, 2021 (incorporated by reference to Exhibit
            10.3 to the Registration Statement on Form S-4 (File No. 333-259574)
            filed on September 16, 2021).
10.5          Form of Indemnification Agreement.
10.6#         Director Compensation Program.
10.7#         Employment Agreement by and between LauncherOne, LLC and Dan Hart,
            dated February 13, 2017, as amended, effective June 1, 20213.
10.8#         Virgin Orbit Holdings, Inc. Amended and Restated 2017 Stock Incentive
            Plan.
10.9#         Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan.
10.9(a)#      Form of Stock Option Agreement under the Virgin Orbit Holdings, Inc.
            2021 Incentive Award Plan.
10.9(b)#      Stock Option Agreement, by and between the Company and Daniel Hart
            under the Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan.
10.10(c)#     Form of Restricted Stock Unit Agreement under the Virgin Orbit
            Holdings, Inc. 2021 Incentive Award Plan.
10.11#        Virgin Orbit Holdings, Inc. 2021 Employee Stock Purchase Plan.
10.12         Form of Subscription Agreement (incorporated by reference to Exhibit
            10.1 to the Registrant's Current Report on Form 8-K filed on August 23,
            2021).
10.13         Form of Additional Subscription Agreement (incorporated by reference
            to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on
            January 4, 2022).
10.14         Stockholder Support Agreement, dated August 22, 2021, by and among the
            Registrant, Vieco USA, Inc. and Vieco 10 Limited (incorporated by
            reference to Exhibit 10.4 to the Registration Statement on Form S-4
            (File No. 333-259574) filed on September 16, 2021).
10.15         VIL joinder agreement, dated December 29, 2021, to the Stockholder
            Support Agreement.
10.16         Fifteenth joinder agreement, dated December 29, 2021, to the
            Stockholder Support Agreement.
14.1          Code of Conduct of Virgin Orbit Holdings, Inc.
16.1          Letter from Marcum LLP to the Securities and Exchange Commission.
21.1          List of Subsidiaries.
99.1          Unaudited pro forma condensed combined financial information of
            NextGen Acquisition Corp. II and Vieco USA as of and for the nine months
            ended September 30, 2021 and for the year ended December 31, 2020.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. The Registrant agrees to furnish supplementally a copy of any

omitted schedule or exhibit to the SEC upon request.

† Certain portions of this exhibit (indicated by "[***]") have been omitted

pursuant to Regulation S-K, Item (601)(b)(10)

# Indicates a management contract or compensatory plan.

3 Note to VO: We will want to file Dan's employment agreement including the

updated release. Please let us know if you would like us to compile.






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