RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial, or which are not identified because they are generally common to businesses, also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods. You are encouraged to perform your own investigation with respect to our business, financial condition and prospects.

Risks Related to Vieco USA’s Business and Industry

Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to the business of Vieco USA and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Virgin Orbit and its subsidiaries following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of Virgin Orbit, in which event the market price of Virgin Orbit common stock could decline, and you could lose part or all of your investment.

Even if the Business Combination and the PIPE Investment are completed, we will likely require additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our research and development, operations or commercialization efforts, which could have a material adverse effect on our business, financial condition, results of operations and prospects, including the possibility that a lack of funds could cause our business to fail and liquidate with little or no return to investors.

Since inception, our operations have consumed substantial amounts of cash, which was funded primarily through cash flows financed by Vieco 10. Our net losses were $76.9 million, $121.5 million and $194.6 million for the six months ended June 30, 2021 and the years ended December 31, 2020 and 2019, respectively. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. While we have generated limited revenue from our initial launches, we have only recently begun commercial launch operations, with our initial successful launch occurring on January 17, 2021, and our second launch occurring on June 30, 2021, and it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase our profitability. Our ability to generate profit will depend on our ability to grow our operations and drive operational efficiencies in our business to generate better margins. We expect our operating expenses to increase over the next several years as we increase the number of our launches each year, continue to attempt to streamline our manufacturing process, hire additional employees, increase marketing efforts, expand our sales resources, expand our commercial and civil operations, national security and defense services, including franchise spaceports and dedicated aircraft for military use, and space solutions and continue research and development efforts relating to new products and technologies. These efforts may be more costly than we expect, and we may not succeed in increasing our revenue sufficiently to offset these expenses or realize the benefits we anticipate. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow. Our future growth and operating performance may fail to meet investor or analyst expectations, or we may have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations. In addition, other unanticipated costs may arise.

Furthermore, based on recent market trends, in the event that NextGen’s stock price is at, around or below $10.00 per share during the redemption period, there will likely be significant redemptions by NextGen’s public shareholders in connection with the Business Combination. In such event, following the Closing, we will likely need to obtain additional financing through public or private equity, debt financings or other sources, in addition to the net proceeds from the Business Combination and the PIPE Investment, in order to fund our planned operations to the point where our business is generating positive cash flows.

Additional factors may further accelerate our need for additional financing, including if our revenues are lower than projected, if our actual costs and expenses in connection with the Business Combination and the PIPE Investment are higher than projected, and/or if our actual costs and expenses on a go-forward basis are higher than estimated; furthermore, our operating plan may change as a result of many factors, including those currently unknown to us, and we may need to seek additional funds sooner than planned, in each case, through public or private equity, debt financings or other sources. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability.

Additional funding may not be available to us on acceptable terms, or at all, and any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop, enhance or operate our launch services, improve our operating infrastructure, acquire complementary businesses and technologies, or develop and expand marketing and sales resources or engage in commercialization efforts. Furthermore, even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital due to favorable market conditions or strategic considerations. If adequate funds are not available on a timely or reasonable basis, we may be required to delay, limit, reduce or terminate our research and development, operations or commercialization efforts. We could be forced to sell or dispose of certain of our rights or assets. Any inability to raise adequate funds on commercially reasonable terms could have a material adverse effect on our business, financial condition, results of operations and prospects, including the possibility that a lack of funds could cause our business to fail and liquidate with little or no return to investors.

The success of our business will be highly dependent on our ability to effectively market and sell our launch services for small low Earth orbit (“LEO”) satellites, our national security and defense services and space solutions, and to convert contracted revenues and our pipeline of potential contracts into actual revenues.

We have generated only limited revenue from launching payloads, and we expect that our success will be highly dependent, especially in the foreseeable future, on our ability to effectively market and sell our launch services for small LEO satellites. We expect that our success will also be highly dependent on our ability to effectively market and sell our launch services in connection with national security and defense services, such as missile defense targets and hypersonic applications, and space solutions, including Internet of Things (“IoT”) solutions. We have limited experience in marketing and selling such services and applications, and if we are unable to utilize our current or future sales organization effectively in order to adequately target and engage our potential customers, our business may be adversely affected. We also expect to expand our marketing services as part of our expansion in the near future. There can be no assurance that our investment in this regard will be successful or result in revenue growth.

We also expect that our success will be highly dependent on our ability to convert contracted revenues and our pipeline of potential contracts into actual revenues. We have received interest from a wide range of customers across various satellite applications or use cases, both in the public and private sectors. As of June 30, 2021, we estimate that our contracted revenue (including non-binding MOUs and LOIs) is worth approximately $300.0 million, while our pipeline consists of approximately $3.6 billion in potential contracts in negotiation or early discussions. Our contracted revenues and our estimated pipeline may not fully convert into actual revenues because a majority of our customers has the right to terminate their launch service agreements if our launches are delayed beyond a specified period or if we do not achieve certain milestones. We may experience delays or we may not meet these milestones, in which case the value of our contracted revenues may be significantly lower than our current estimates. Additionally, if we are unable to keep up with the demand for our launch services from a production and delivery perspective, we may not be in a position to deliver on our contracted revenues or our pipeline of potential contracts. Customers may also experience defaults or bankruptcies, which may impact our ability to convert contracted revenues and our pipeline of potential contracts into actual revenues. For example, for the year ended December 31, 2020, our revenues were impacted by the bankruptcy of our largest commercial customer. See the section entitled “Vieco USA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Components of Results of Operations.”

We remain in active discussions with potential customers and anticipate an increase in contracted revenue as the small satellite and satellite constellation markets and demand for national security and defense services and space solutions, such as IoT services, continue to develop. Our success depends, in part, on our ability to attract new customers and retain existing customers in a cost-effective manner. Notwithstanding our estimated contracted revenue, we expect that we will need to make significant investments in order to attract new customers. Our sales growth is dependent upon our ability to implement strategic initiatives, and these initiatives may not be effective in generating sales growth. In addition, marketing campaigns, which we have not historically utilized, can be expensive and may not result in the acquisition of customers in a cost-effective manner, if at all. Further, as our brand becomes more widely known, future marketing campaigns or brand content may not attract new customers at the same rate as past campaigns or brand content.

We may be unable to attract new customers or our number of customers may decline materially or fluctuate as a result of many factors, including, among other things:

•        dissatisfaction with the quality of, or pricing of, our launch services or with changes we make to our launch services;

•        competition in the launch services industry;

•        negative publicity related to our brand;

•        lack of market acceptance of our business model, particularly in new geographies where we seek to expand such as the United Kingdom, Brazil and Japan;

•        changes to government defense spending levels; or

•        the unpredictable nature of the impact of the COVID-19 pandemic and its variants or a future outbreak of disease or similar public health concern.

In addition, if we are unable to provide high-quality support to customers or help resolve issues in a timely and acceptable manner, our ability to attract and retain customers could be adversely affected. If we are unable to attract new customers or retain existing customers for any of these reasons among others, our business, financial condition and results of operations will be harmed.

The market for launch services for small LEO satellites and space solutions is not well established, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for launch services for small LEO satellites and space solutions, such as IoT services, is not yet well established and is still emerging. Our estimates for the total addressable launch market and satellite market are based on a number of internal and third-party estimates, including our contracted revenue, the number of potential customers who have expressed interest in our services, assumed prices and production costs for our rockets, assumed launch cadence, our ability to leverage our current manufacturing and operational processes and general market conditions. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our services, as well as the expected growth rate for the total addressable market for our services, may prove to be incorrect.

Our ability to grow our business depends on the successful operation and performance of our launch systems and related technology and our ability to introduce new enhancements or services, which are subject to many uncertainties, some of which are beyond our control.

Our current forecasts depend on our ability to make further enhancements to our rockets design and specifications, including our ability to make further cost reductions and increases to the efficiency of our rockets, for example, through increases in rocket payload capacity. If we do not complete these enhancements in our anticipated

timeframes or at all, our ability to grow our business will be adversely affected. The successful enhancement of our launch systems and development of related technology involves many uncertainties, some of which are beyond our control, including:

•        timing of finalizing launch systems enhancements;

•        our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications;

•        performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters and hazardous materials;

•        performance of a limited number of suppliers for certain raw materials and supplied components;

•        performance of our third-party contractors that support our research and development activities;

•        our ability to maintain rights from third parties for intellectual properties critical to our research and development activities;

•        our ability to maintain sufficient financing to fund our planned operations and capital expenditures;

•        our ability to continue funding and maintain our current research and development activities; and

•        the impact of the COVID-19 pandemic and its variants on us, our customers, suppliers and distributors, and the global economy.

Furthermore, the development of space solutions will require leveraging our existing launch capabilities and our track record as a systems integrator to offer smart mobility and smart logistics services and data analytics. If we are unable to introduce these new enhancements, services or leverage our capabilities in a timely and cost-effective manner, our sales, profitability and our ability to grow our business could be adversely impacted.

We may not be able to convert our estimated $300.0 million in contracted revenue or $3.6 billion in potential contracts into actual revenue.

We expect that our success will be highly dependent on our ability to convert contracted revenues and our pipeline of potential contracts into actual revenues. As of June 30, 2021, we estimate that our contracted revenue (including non-binding MOUs and LOIs) will generate approximately $300.0 million, while our pipeline consists of approximately $3.6 billion in potential contracts in negotiation or early discussions. Our contracted revenues and our estimated pipeline may not fully convert into actual revenues because a majority of our customers has the right to terminate their launch service agreements if we do not achieve certain milestones, such as the timely completion of project reviews, or other termination rights stemming from launch delays. We may experience delays or we may not meet these milestones, in which case the value of our contracted revenues may be significantly lower than our current estimates. We remain in active discussions with potential customers and anticipate an increase in contracted revenue as the markets for small satellite launch, satellite constellations, national security and defense services and space solutions continue to develop. We expect that following the successful delivery of customer payloads on our first several commercial launches, our existing and new customers will continue to use us on the further rollout of their satellite constellations and we will attract customers for national security and defense services and space solutions.

Some of our existing launch service agreements include provisions allowing the customers to terminate the contracts for convenience, with a termination penalty for at least the amounts already paid, or to terminate the contracts for cause (for example, if we do not achieve certain milestones on a timely basis). If any of our significant launch service agreements is terminated and not replaced, our results of operations may differ materially and adversely from those anticipated. In addition, our contracts with government customers often contain provisions with additional rights and remedies favorable to such customers that are not typically found in commercial contracts. As a result, we may not receive some revenue from these orders, and any contracted revenue we report may not be indicative of our future actual revenue.

Many events may cause a delay in our ability to fulfill our existing or future orders, or cause planned launches not to be completed at all, some of which may be out of our control, including unexpected weather patterns, maintenance issues, technical issues, natural disasters, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule launches, which could have a material adverse effect on our business, financial condition and results of operations.

Our forecast of operating and financial results relies in large part upon assumptions and analyses that we have developed, and actual results may vary or fluctuate significantly. Such possible variations and fluctuations make our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

The projected financial and operating information appearing elsewhere in this proxy statement/prospectus reflect current estimates of future performance and incorporate certain financial and operational assumptions, including revenue growth across all three of our service offerings, the realization of our production and launch manifest, that our launch rate will grow based on market demand, our ability to scale production and improve operational efficiencies, and missile defense targets, hypersonic experiments and countermeasures increasing in budgetary priority and use cases, among other assumptions. These assumptions are preliminary and there can be no assurance that the actual results upon which our assumptions are based will be in line with our expectations. The projections cover multiple years and such financial projections, by their nature, become subject to greater uncertainty with each succeeding year. In addition, whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in our forecast depends on a number of factors, many of which are outside of our control, and which may result in our quarterly and annual operating results fluctuating significantly, which makes it difficult for us to predict our future operating results.

These fluctuations may occur due to a variety of factors, many of which are outside of our control, including:

•        the number of launches we schedule for a period and the price at which we sell them;

•        unexpected weather patterns, maintenance issues, technical issues, natural disasters or other events that force us to cancel or reschedule launches;

•        the cost of raw materials or supplied components critical for the manufacture and operation of our rockets, launch equipment and equipment associated with national security and defense services or space solutions;

•        the timing and cost of, and level of investment in, research and development relating to our technologies and our current or future facilities;

•        our ability to develop, attract and retain customers for our national security and defense services and space solutions;

•        developments involving our competitors;

•        changes in governmental regulations or in the status of our regulatory approvals or applications;

•        our ability to maintain sufficient financing to fund our planned operations and capital expenditures;

•        future accounting pronouncements or changes in our accounting policies; and

•        general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any guidance we may provide, or if the guidance we provide is below the expectations of analysts or investors, the price of Virgin Orbit common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.

We routinely conduct hazardous operations when testing and launching our rockets, which could result in damage to property or persons. Unsatisfactory performance or failure of our rockets and related technology at launch or during operations could reduce customer confidence and have a material adverse effect on our business, financial condition and results of operations.

We manufacture and operate highly sophisticated launch systems that depend on complex technology. While we have built operational processes to ensure that the design, manufacture, performance and servicing of our launch systems meet rigorous quality standards, there can be no assurance that we will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error, cyber-attacks or other intentional acts, that could result in potential safety risks. Any actual or perceived safety issues may result in significant reputational harm to our businesses, including the loss of customer confidence in our business, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise.

Such issues with our launch systems could result in delaying or cancelling planned launches, increased regulation or other systemic consequences. In particular, given the importance of Cosmic Girl for our launch operations, if an anomaly or defect were to be detected in Cosmic Girl, which would delay use of the aircraft, we would not be able to provide launch services for a significant amount of time. Likewise, damage to or unexpected and prolonged maintenance of Cosmic Girl would impact our launch cadence until repair or maintenance is completed.

Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents, mechanical failures, or damages to customer payloads could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to adapt to and satisfy customer demands in a timely and cost-effective manner, or if we are unable to manufacture our rockets at a quantity and quality that our customers demand, our ability to grow our business may suffer.

The success of our business depends in part on effectively managing and maintaining our launch services, manufacturing additional rockets and satellites, conducting a sufficient number of launches to meet customer demand and providing customers with an experience that meets or exceeds their expectations. Even if we succeed in developing rockets consistent with our targeted timeline, we could thereafter fail to develop the ability to produce these rockets at quantity with a quality management system that ensures that each unit performs as required or could fail to anticipate and respond in a timely and cost-effective manner to changes in market preferences. Any delay in our ability to produce rockets at our expected rate of production and with a reliable quality management system could have a material adverse effect on our business, financial condition and results of operations. Any event or circumstance resulting in reduced market acceptance of our launch services could reduce our sales. Unanticipated shifts in market preferences may also result in excess inventory and underutilized manufacturing capacity. For example, a market shift away from IoT services could result in significantly less space solutions demand and therefore reduced demand for our launch services.

In addition, if our current or future launch services do not meet expected performance or quality standards, this could cause operational delays. Further, launch operations within restricted airspace require advance scheduling and coordination with government agencies, range owners and other users, and any high priority national defense assets will have priority in the use of these resources, which may impact our cadence of our launch operations or could result in cancellations or rescheduling. Any operational or manufacturing delays or other unplanned changes to our ability to conduct our launches could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our business development, research and development, customer and commercial strategy, products and services, supply chain, and manufacturing functions. We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business and manufacture our rockets as currently planned or within the planned timeframe. The continued expansion of our business may also require additional manufacturing and operational facilities, as well as space for administrative support with regard to national security, defense services and space solutions, and there is no guarantee that we will be able to find suitable locations

or partners for the manufacture and operation of our rockets and other equipment. Further, as we continue to grow our revenue from expansion of our portfolio and further our commercialization, we expect that our costs will increase. For example, increases in costs will include the quarterly royalty expenses that will ramp-up under the Amended TMLA following consummation of the Business Combination. See “BCA Proposal — Related Agreements — Trademark License Agreement.”

Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring, training and managing an increasing number of employees, finding manufacturing capacity to produce our rockets and other equipment, and delays in production and launches or deployment of national security and defense services and space solutions. These difficulties may result in the erosion of our brand image, divert the attention of management and key employees and impact financial and operational results. In addition, in order to continue to expand our presence around the globe, we expect to incur substantial expenses as we continue to attempt to streamline our manufacturing process, increase our launch cadence, hire more employees, and continue research and development efforts relating to new products and technologies and expand internationally. If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

Our prospects and operations may be adversely affected by changes in market preferences and economic conditions that affect demand for our launch services.

Because our business is currently concentrated on launching small LEO satellites, we are vulnerable to changes in market preferences or other market changes, such as general economic conditions, energy and fuel prices, recession and fears of recession, interest rates, tax rates and policies, inflation, war and fears of war, inclement weather, natural disasters, terrorism and outbreak of viruses or widespread illness. The global economy has in the past, and will in the future, experience recessionary periods and periods of economic instability. During such periods, our potential customers may choose not to expend the amounts that we anticipate based on our expectations with respect to the addressable market for launch and satellite services. There could be a number of other effects from adverse general business and economic conditions on our business, including insolvency of any of our third-party suppliers or contractors, decreased market confidence, decreased interest in space solutions, decreased discretionary spending and reduced customer or governmental demand for LEO launch vehicles and satellites, which could have a material adverse effect on our business, financial condition and results of operations.

Adverse publicity stemming from any incident involving us or our competitors could have a material adverse effect on our business, financial condition and results of operations.

We are at risk of adverse publicity stemming from any public incident involving our company, our people or our brand. If our rockets or payloads or those of one of our competitors were to be involved in a public incident, accident or catastrophe, this could create an adverse public perception of satellite launch or manufacturing activities and result in decreased customer demand for launch and satellite services, which could cause a material adverse effect on our business, financial conditions and results of operations. Further, if our rockets or other equipment were to be involved in a public incident, accident or catastrophe, we could be exposed to significant reputational harm or potential legal liability. Any reputational harm to our business could cause customers with existing contracts with us to cancel their contracts and could significantly impact our ability to make future sales. The insurance we carry may be inapplicable or inadequate to cover any such incident, accident or catastrophe. In the event that our insurance is inapplicable or not adequate, we may be forced to bear substantial losses from an incident or accident.

Due to the unique structure of our launch operations, there is the possibility that an accident or catastrophe could lead to the loss of human life or a medical emergency.

We rely on human involvement to conduct our launch operations and undertake regular maintenance of our rockets, elements of which involve hazardous operations. In our test and launch operations, our technicians must approach the rocket to connect and disconnect hoses and pipes through which the propellant, RP-1 fuel and liquid oxygen, flows into the rocket. In addition, during launch and any flight test with a fully loaded rocket, two pilots and two launch engineers are on board Cosmic Girl. While we believe that the design and operation of our systems and the safety procedures we follow enable us to manage and limit the risk of an accidental combustion of the propellant or any other catastrophe related to the launch operations, including the operation of Cosmic Girl, these processes involve hazardous operations which may result in the loss of human life or a medical emergency for our technicians, pilots and launch engineers.

Increased congestion from the proliferation of LEO constellations could materially increase the risk of potential collisions with space debris and limit or impair the growth of the small LEO satellite market.

Recent years have seen increases in the number of satellites deployed to low earth orbits, and publicly announced plans call for many thousands of additional satellite deployments over the next decade. The proliferation of these LEO constellations could materially increase the risks of potential collisions with space debris and limit or impair the growth of the small LEO satellite market, as potential customers may be less inclined to use our launch services to deliver payloads into low earth orbits.

Certain future operational facilities may require significant expenditures in capital improvements and operating expenses to develop and foster basic levels of service needed by our launch operations, and the ongoing need to maintain existing operational facilities requires us to expend capital.

Increasing the manufacturing rate of our rockets, including the production rate of our rockets, may require significant capital expenditures, and in the future we may be required to make similar expenditures to expand, improve or construct additional facilities for the manufacture and testing of our rockets. In addition, as our existing facilities in Long Beach, California mature, our business will require capital expenditures for the maintenance, renovation and improvement of these locations to remain competitive. This creates an ongoing need for capital, and, to the extent we cannot fund capital expenditures from cash flows from operations, we will need to borrow or otherwise obtain funds. If we cannot access the capital we need, we may not be able to execute our growth strategy, take advantage of future opportunities or respond to competitive pressures. If the costs of funding new locations or renovations or enhancements at existing locations exceed budgeted amounts or the time for building or renovation is longer than anticipated, our business, financial condition and results of operations could be materially adversely affected.

We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production.

Our ability to manufacture our rockets is dependent upon sufficient availability of raw materials and supplied components, including hydrogen, helium, liquid oxygen and nitrogen which are used in our rockets and RP-1 (which is our rocket fuel), some of which are sourced from a limited number of suppliers. Our reliance on suppliers to secure these raw materials and supplied components exposes us to volatility in the prices and availability of these materials. We may not be able to obtain sufficient supply of raw materials or supplied components, on favorable terms or at all, which could result in delays in the manufacture of our rockets or increased costs.

In addition, we have in the past and may in the future experience delays in manufacturing or operations as we go through the requalification process with any replacement third-party supplier, as well as the limitations imposed by International Traffic in Arms Regulations (“ITAR”), Export Administration Regulations (“EAR”) and other restrictions on transfer of sensitive technologies.

Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could have a material adverse effect on our business, financial condition and results of operations.

We and our suppliers rely on complex systems and components, which involves a significant degree of risk and uncertainty in terms of operational performance and costs.

We and our suppliers rely on complex systems and components for the operation and assembly of our launch systems and services, which involves a significant degree of uncertainty and risk in terms of operational performance and costs. These components may suffer unexpected malfunctions from time to time and may require repairs and spare parts to resume operations, which may not be readily available when needed. Unexpected malfunctions of these components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, difficulty or delays in obtaining governmental permits,

damages or defects in various components, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, they may result in monetary losses, delays, unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business, financial condition and results of operations.

If we experience unexpected costs to fulfill a launch service contract in excess of the estimated transaction price, we would have to record an estimated contract loss provision which could adversely affect our financial results.

Our launch service contracts generally consist of multiple launches with each launch being allocated a fixed price and identified as distinct performance obligations. Revenue for each launch service is recognized at a point in time when the performance obligation is complete, which is typically at the point of launch. When we determine it is probable that costs to provide the services stipulated by a launch services agreement will exceed the allocated fixed price for each launch, we record a provision for a contract loss. Contract losses are recorded at the contract level and are recognized when known. The provision for contract losses outstanding as of June 30, 2021 was $4.9 million.

Consistent with the accounting of our firm fixed price contracts, we continually review cost performance and estimates-to-complete at least quarterly and in many cases more frequently. Adjustments to original estimates for a contract’s revenue, estimated costs at completion and estimated profit or loss are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur. The impact of revisions in estimate of completion for our launch service contracts are recognized on a cumulative catch-up basis in the period in which the revisions are made. Our future results of operations would be adversely affected to the extent we incur unanticipated contract losses on our fixed-price contracts.

We expect to face intense competition in the commercial launch industry and other industries in which we may operate.

We face intense competition in the commercial launch industry. Currently, our primary competitors in the U.S. market for commercial launch of small satellites to LEO are SpaceX and RocketLab. In addition, we are aware of several entities actively engaged in developing commercial launch capabilities for small and medium sized payloads, including Relativity, Ad Astra Rocket Company, ABL, and Firefly, among others. We also face competition from foreign launch companies, such as Arianespace, Vega and launch providers in China and India, as well as potential new competitors in other countries.

Some of our current and potential competitors are larger and have substantially greater resources than we have and expect to have in the future. They may also be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings. Further, it is possible that domestic or foreign companies or governments, some with greater experience in the aerospace industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the future. Any such foreign competitor, for example, could benefit from subsidies from, or other protective measures by, its home country.

We believe our ability to compete successfully as a commercial provider of launch services does and will depend on a number of factors, which may change in the future due to increased competition, including the price of our offerings, customer confidence in the safety of our offerings, customer satisfaction with the services we offer, and the frequency and availability of our launch services. If we are unable to compete successfully, this could cause a material adverse effect on our business, financial condition and results of operations.

We expect to invest significant resources in developing new offerings and exploring the application of our proprietary technologies for other uses in national security and defense services and space solutions, and those opportunities may never materialize.

While our primary focus for the foreseeable future will be on commercializing launch services, we may invest significant resources in developing new technologies, services, products and offerings related to our national security and defense services and space solutions. Development of some of these new technologies, services, products and offerings, such as those related to our national security and defense services, are tied to existing contractual obligations. However, we may not realize the expected benefits of these investments. Relatedly, we may be subject to competition

from our competitors within the launch industry, some of which may have substantially greater monetary and knowledge resources than we have and expect to have in the future to devote to the development of these technologies. Further, under the terms of the Amended TMLA, our ability to operationalize some of the technologies may be dependent upon the consent of VEL. Such competition or any limitations on our ability to take advantage of such technologies could impact our market share, which could have a material adverse effect on our business, financial condition and results of operations.

Such research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with which we have limited operating or development experience. They may involve claims and liabilities (including, but not limited to, personal injury claims), expenses, regulatory challenges and other risks that we may not be able to anticipate. There can be no assurance that consumer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. Further, any such research and development efforts could distract management from current operations, and would divert capital and other resources from our more established offerings and technologies. Even if we were to be successful in developing new products, services, offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that may increase our expenses or prevent us from successfully commercializing new products, services, offerings or technologies.

We conduct a significant portion of our business pursuant to government contracts, including with the U.S. government, which are subject to unique risks including early termination, audits, investigations, sanctions and penalties.

We derive significant revenue from contracts with NASA and the U.S. government and plan to enter into further contracts with the U.S. and foreign governments in the future. By 2025, we expect a substantial portion of our revenues to be earned pursuant to U.S. and foreign government contracts. Business conducted pursuant to such contracts is subject to extensive procurement regulations, including the Federal Acquisition Regulation, and other unique risks.

These government contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to contractors. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source.

Some of our federal government contracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. Funding may be reduced or withheld as part of the U.S. Congressional appropriations process due to fiscal constraints, changes in U.S. national security strategy and/or priorities or other reasons. Further uncertainty with respect to ongoing programs could also result if the U.S. government finances its operations through temporary funding measures such as “continuing resolutions” rather than full-year appropriations.

In addition, government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits, and expose us to liability for failure to comply with these terms and conditions. These requirements include, for example:

•        specialized disclosure and accounting requirements unique to government contracts;

•        financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government;

•        public disclosures of certain contract and company information; and

•        mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.

Certain contracts with the U.S. government may require us to be issued facility security clearances under the National Industrial Security Program. The National Industrial Security Program requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”). Failure to maintain an agreement with the U.S. Department of Defense (“DoD”) regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that we would not be able to enter into future contracts with the U.S. government requiring facility security clearances, and may result in the loss of our ability to complete existing contracts with the U.S. government.

Government contracts are also generally subject to greater scrutiny by the government, which can initiate reviews, audits and investigations regarding our compliance with government contract requirements. In addition, if we fail to comply with government contract laws, regulations and contract requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law. The False Claims Act’s “whistleblower” provisions also allow private individuals, including present and former employees, to sue on behalf of the U.S. government. Any penalties, damages, fines, suspension, or damages could cause a material adverse effect on our business, financial condition and results of operations.

Changes in levels of U.S. government defense spending or overall acquisition priorities could negatively impact our financial position and results of operations.

We derive a substantial portion of our revenue from the U.S. government, primarily from defense related programs. Levels of U.S. defense spending are very difficult to predict and may be impacted by numerous factors, such as the evolving nature of national security threats, U.S. foreign policy, the domestic political environment, macroeconomic conditions and the ability of the U.S. government to enact relevant legislation such as authorization and appropriations bills.

The Bipartisan Budget Act of 2019 raised preexisting spending limits on federal discretionary defense and non-defense spending for fiscal years 2020 and 2021 (“FY20” and “FY21,” respectively), reducing budget uncertainty and the risk of sequestration. Although FY20 and FY21 appropriations have been enacted, the timeliness of future appropriations for government departments and agencies remains a recurrent risk. A lapse in appropriations for government departments or agencies would result in a full or partial government shutdown, which could impact our operations. Alternatively, Congress may fund government departments and agencies with one or more “continuing resolutions” rather than full-year appropriations; however, this could restrict the execution of certain program activities and delay new programs or competitions. In addition, long-term uncertainty remains with respect to overall levels of defense spending beyond FY21 and it is likely that the U.S. government discretionary spending levels will continue to be subject to pressure.

In addition, there continues to be uncertainty with respect to future acquisition priorities and program-level appropriations for the DoD and other government agencies (including NASA), including tension between modernization and sustainment investments, within the overall budgetary framework described above. Future budget cuts or investment priority changes, including changes associated with the authorizations and appropriations process could result in reductions, cancellations, and/or delays of existing contracts or programs. Any of these impacts could have a material adverse effect on our results of operations, financial position and cash flows.

Failures in our technology infrastructure could damage our business, reputation and brand and substantially harm our business and results of operations.

If our main data center were to fail, or if we were to suffer an interruption or degradation of services at our main data center, we could lose important manufacturing and technical data, which could harm our business. Our facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures and similar events. In the event that our or any of our third-party providers’ systems or service abilities are hindered by any of the events discussed above, our ability to operate may be impaired. A decision to close the facilities without adequate notice, or other unanticipated problems, could adversely impact our operations. Any of the aforementioned risks may be augmented if our or any of our third-party providers’ business continuity and disaster recovery plans prove to be inadequate. The facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. Any security breach, including personal data breaches, or incident, including cybersecurity incidents, that we experience could result in unauthorized

access to, misuse of or unauthorized acquisition of our or our customers’ data, the loss, corruption or alteration of this data, interruptions in our operations or damage to our computer hardware or systems or those of our customers. Moreover, negative publicity arising from these types of disruptions could damage our reputation. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service. Significant unavailability of our services due to attacks could cause users to cease using our services and could have a material adverse effect on our business, financial condition and results of operations.

In addition, we use complex proprietary software in our technology infrastructure, which we seek to continually update and improve. Replacing such systems is often time-consuming and expensive, and can also be intrusive to daily business operations. Further, we may not always be successful in executing these upgrades and improvements, which may occasionally result in a failure of our systems. We may experience periodic system interruptions from time to time. Any slowdown or failure of our underlying technology infrastructure could harm our business, reputation and ability to acquire and serve our customers, which could materially adversely affect our results of operations. Our disaster recovery plan or those of our third-party providers may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur.

Our networks and those of our third-party service providers may be vulnerable to security risks.

The secure transmission of confidential, classified or export-controlled information in encrypted form over public networks is a critical element of our operations. Our networks, and those of our third-party service providers, including AWS, may be vulnerable to unauthorized access, computer viruses and other security problems, including our inadvertent dissemination of non-public, classified or export-controlled information. Persons who circumvent security measures or gain access to customer information could wrongfully use our or our customers’ information or cause interruptions or malfunctions in our operations, any of which could have a material adverse effect on our business, financial condition and results of operations.

Additionally, our reputation could be damaged. If an actual, threatened or perceived breach of our or our third-party service providers’ security were to occur, or if we were to inadvertently release confidential customer or supplier information, the market perception of the effectiveness of our security measures could be harmed. We and/or our third-party service providers may be required to expend significant resources to protect against the threat of any such security breaches or to alleviate problems, including reputational harm and litigation, caused by any breaches. Any security measures implemented by us or our service providers may prove to be inadequate and have an adverse effect on our business, financial condition and operating results.

Cyber-attacks and other security breaches could have an adverse effect on our business, harm our reputation and expose us to liability. Cybersecurity incidents could disrupt our business or result in the loss of critical and confidential or classified information.

Our business may be impacted by disruptions to our own or third-party information technology (“IT”) infrastructure, which could result from (among other causes) cyber-attacks on or failures of such infrastructure or compromises to its physical security, as well as from damaging weather or other acts of nature. Cyber-based risks, in particular, are evolving and include, but are not limited to, both attacks on our IT infrastructure and attacks on the IT infrastructure of third parties (both on premises and in the cloud) attempting to gain unauthorized access to our confidential or other proprietary information, classified or export-controlled information, or information relating to our employees, customers and other third parties. Cyber-based risks could also include attacks targeting the security, integrity and/or availability of the hardware, software and information installed, stored or transmitted in our rockets and systems. Such attacks could disrupt our systems or those of third parties, impact business operations, result in unauthorized release of confidential or otherwise protected information, and corrupt our data or that of third parties.

The threats we face vary from attacks common to most industries to more advanced and persistent, highly organized adversaries, including nation states, which target us and other defense contractors. We continue to make investments and adopt measures designed to enhance our protection, detection, response, and recovery capabilities, and to mitigate potential risks to our technology, products, services and operations from potential cyber-attacks. However, our current measures are limited, and it is possible that intrusions or potential vulnerabilities could go undetected for an extended period or that the measures we have taken or will take are inadequate to protect against, or adequately respond to or mitigate, the effects of such cyber-attacks. We could potentially be subject to production downtimes, operational delays, other detrimental impacts on our operations, the compromise of confidential or otherwise protected

information, misappropriation, destruction or corruption of data, security breaches, other manipulation or improper use of our or third-party systems, networks or products, financial losses from remedial actions, loss of business, or potential liability, penalties, fines and/or damage to our reputation, any of which could have a material adverse effect on our business, competitive position, financial condition and results of operations. Due to the evolving nature of such risks, the impact of any potential incident cannot be predicted.

Due to our remote workforce, we may face increased business continuity and cyber risks that could significantly harm our business and operations.

The COVID-19 pandemic has caused us to modify our business practices by migrating a majority of our employees to a primarily remote setup where they access our servers remotely through home or other networks to perform their job responsibilities. While some of our operations can be performed remotely and are operating effectively at present, there is no guarantee that this will continue or that we will continue to be as effective while working remotely because our team is dispersed, many employees and contractors may have additional personal needs to attend to (such as looking after children as a result of school closures or a family member who becomes sick), employees may become sick themselves and be unable to work, and any unavailability of or unreliable home Internet may affect work continuity and efficiency. As COVID-19 conditions improve and restrictions are lifted, similar uncertainties exist with the return to work process, particularly in light of the spread of COVID-19 variants.

Additionally, while we put in place additional safeguards to protect data security and privacy, a remote workforce places additional pressure on our user infrastructure and third parties that are not easily mitigated, including additional dependencies on third-party communication tools, such as instant messaging and online meeting platforms.

We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including engineers, manufacturing and quality assurance, design, finance, marketing, sales and support personnel. Our senior management team has extensive experience in the aerospace industry, and we believe that their depth of experience is instrumental to our continued success. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business, financial condition and results of operations.

Competition for qualified highly skilled personnel can be strong, and we can provide no assurance that we will be successful in attracting or retaining such personnel now or in the future. As we expand our business, our estimates of the required team size to support our estimated launch rates may require increases in staffing levels that may require significant capital expenditure. Further, any inability to recruit, develop and retain qualified employees may result in high employee turnover and may force us to pay significantly higher wages, which may harm our profitability. Additionally, we do not carry key man insurance for any of our management executives, and the loss of any key employee or our inability to recruit, develop and retain these individuals as needed, could have a material adverse effect on our business, financial condition and results of operations.

Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.

From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. We may not be successful in identifying acquisition, partnership and joint venture candidates. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our primary facilities, which could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to many hazards and operational risks inherent to our business, including general business risks, product liability and damage to third parties, our infrastructure or properties and the facilities of our third-party contractors and suppliers that may be caused by fires, earthquakes, tsunamis and other natural disasters or severe weather, power losses, telecommunications failures, terrorist attacks, disruptive political events, epidemic outbreaks, human errors and similar events. Additionally, our manufacturing and launch operations are hazardous at times and may expose us to safety risks, including environmental risks and health and safety hazards to our employees or third parties.

Moreover, while Cosmic Girl anticipates having multiple launch locations around the world from which she can take off, our initial launch operations are currently launched from the Mojave Air and Space Port based in Mojave, California. Likewise, our payload processing is undertaken at our payload processing facility in Long Beach, California. Any significant interruption due to any of the above hazards and operational risks to the manufacturing or operation of our payload processing and space launch systems at one of our primary facilities, including from weather conditions, natural disasters, growth constraints, performance by third-party providers (such as electric, utility or telecommunications providers), failure to properly handle and use hazardous materials, failure of computer systems, power supplies, fuel supplies, infrastructure damage, disagreements with the owners of the land on which our facilities are located, or damage sustained to the runway could result in manufacturing delays or the delay or cancellation of our planned commercial launches and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

For example, severe weather, such as rainfall, snowfall or extreme temperatures, may impact the ability of our launches to be carried out as planned, resulting in additional expense to reschedule, thereby reducing our sales and profitability. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting our domestic or foreign suppliers of components of our products, may impact our operations by, among other things, causing supply chain disruptions and increases in commodity prices, which could adversely affect our raw materials or transportation costs. These events also could cause or act to prolong an economic recession in the United States or abroad. To the extent these events also impact one or more of our suppliers or contractors or result in the closure of any of their facilities or our facilities, we may be unable to maintain or increase our launch schedules or fulfill our other contracts.

Moreover, the disaster recovery and business continuity plans we have in place currently may prove inadequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans and, more generally, any of these events could cause consumer confidence and spending to decrease, which could adversely impact our commercial launch operations. Our insurance coverage may also be inadequate to cover our liabilities related to such hazards or operational risks. We may also be unable to maintain adequate insurance in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us, could have a material adverse effect on our business, financial condition and results of operations.

The COVID-19 pandemic has and could continue to negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, and result in reduced demand for our services, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Any outbreak of contagious diseases or other adverse public health developments, including with respect to COVID-19 or otherwise, could have a material adverse effect on our business operations. These impacts to our operations have included, and could again in the future include, disruptions or restrictions on the ability of our employees’ and customers’ to travel or our ability to pursue collaborations and other business transactions, travel to customers, and oversee the activities of our third-party manufacturers and suppliers. We may also be impacted by the temporary closure of the facilities of suppliers, manufacturers or customers.

In an effort to halt the outbreak of COVID-19, a number of countries, including the United States, placed significant restrictions on travel and many businesses announced extended closures. These travel restrictions and business closures have and may in the future adversely impact our operations locally and worldwide. Such restrictions

and closures have caused or may cause temporary closures of the facilities of our suppliers, manufacturers and customers. A disruption in the operations of our employees, contractors, suppliers, customers, manufacturers or access to customers would likely impact our operating results. We are continuing to monitor and assess the effects of the COVID-19 pandemic on our operations; however, we cannot at this time accurately predict what effects these conditions will ultimately have on our operations due to uncertainties relating to the severity of the disease, the duration of the outbreak and speed of vaccinations, and the length of the travel restrictions and business closures imposed by the governments of impacted countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our services and impact our operating results.

We have identified two material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in, and the value of, our common stock.

As a privately held company, we are not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act. As a public company, however, we will be required to provide management’s attestation on internal control over financial reporting. If we are unable to establish or maintain appropriate internal control over financial reporting or implement these additional requirements in a timely manner or with adequate compliance, it could result in material misstatements in our consolidated financial statements, failure to meet our reporting obligations on a timely basis, increases in compliance costs, and subject us to adverse regulatory consequences, all of which may adversely affect investor confidence in, and the value of, our common stock.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, that company’s principal executive and principal financial officers, or persons performing similar functions, and influenced by that company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2020 and 2019, we identified two material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The first material weakness is related to the lack of sufficient personnel to execute, review and approve all aspects of the financial statement close and reporting process. This material weakness may not allow for the proper segregation of duties and the ability to close our books and records and report its results, including required disclosures, on a timely basis. The second material weakness arises from the need to augment information technology and application controls in our financial reporting.

We have begun the process of, and are focused on, designing and implementing effective internal controls measures to improve our internal control over financial reporting and remediate the material weaknesses. Our efforts include several actions:

•        We are designing and implementing additional review procedures within our accounting and finance department to provide more robust and comprehensive internal controls over financial reporting that address the relative financial statement assertions and risks of material misstatement within our business processes;

•        We are actively recruiting additional personnel, in addition to engaging and utilizing third party consultants and specialists to supplement our internal resources and segregate key functions within our business processes, if appropriate;

•        We are designing and implementing IT and application controls in our financially significant systems to address our relative information processing objectives; and

•        We are enhancing our system’s role-based access and implementing automated controls to help improve the reliability of our process and reporting.

Finally, we are designing and implementing additional integration in our financially significant systems to provide the IT processes alongside efforts in business processes, which are supporting our internal control over financial reporting. While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.

However, while we are designing and implementing measures to remediate our existing material weaknesses, we cannot predict the success of such measures or the outcome of our assessment of these measures at this time. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, personnel, IT systems and applications, or other factors. If we fail to remediate our existing material weaknesses or identify new material weaknesses in our internal controls over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, if we are unable to conclude that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting, it is possible that a material misstatement of our financial statements would not be prevented or detected on a timely basis, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of the Virgin Orbit common stock could be negatively affected.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition or results of operations.

Risks Related to Virgin Orbit’s Intellectual Property

If we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

Our success depends, in part, on our ability to protect and maintain our proprietary intellectual property rights, including certain methodologies, practices, tools, technologies, technical expertise and other proprietary know-how we utilize in designing, developing, implementing and maintaining applications and processes used in our launch systems and related technologies. To date, we have relied primarily on a combination of trade secrets, trademarks and non-disclosure agreements to protect our intellectual property, and intend to continue to rely on these and other means, including patent protection, in the future. Our trademark applications may not be granted, any trademark registrations that may be issued to us may not sufficiently protect our intellectual property, and our intellectual property rights may be challenged by third parties. Any of these scenarios may result in limitations in the scope of our intellectual property or restrictions on our use of our intellectual property or may adversely affect the conduct of our business.

Further, although we enter into non-disclosure and invention assignment agreements with our employees, enter into non-disclosure agreements with our customers, consultants, suppliers and other parties with whom we have strategic relationships and business alliances and enter into intellectual property assignment agreements with our

consultants and suppliers, no assurance can be given that these agreements will be effective in controlling access to and distribution of our technology and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products.

Additionally, monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be successful. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources. The laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue which would adversely affect our business, prospects, financial condition, results of operations and cash flows. To the extent we expand our international activities, our exposure to unauthorized copying and use of our technologies and proprietary information may increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our technology and intellectual property.

The “Virgin” brand is not under our control, and negative publicity related to the Virgin brand name could materially adversely affect our business.

We believe the “Virgin” brand, which is integral to our corporate identity, represents quality, innovation, creativity, fun, a sense of competitive challenge and employee-friendliness. We will be licensed to use the “Virgin” brand in our business pursuant to a license granted under the Amended TMLA from VEL, an entity affiliated with the Virgin Group. For more information on the terms of the Amended TMLA, please refer to the section of this proxy statement/prospectus entitled “Information about Vieco USA — Intellectual Property — Virgin Trademark and License Agreement.” We expect to rely on the general goodwill of our customers and our pilots and employees towards the Virgin brand as part of our internal corporate culture and external marketing strategy.

We will not own the Virgin brand or any other Virgin-related assets, and we will license the right to use the Virgin brand pursuant to the Amended TMLA. The Virgin brand is also licensed to and used by a number of other companies unrelated to us and in a variety of industries, and the integrity and strength of the Virgin brand will depend in large part on the efforts of the licensor and any other licensees of the Virgin brand and how the brand is used, promoted and protected by them, which will be outside of our control. Consequently, any adverse publicity in relation to the Virgin brand name or its principals, or in relation to another Virgin-branded company over which we have no control or influence, could have a material adverse effect on our business, financial condition and results of operations.

In addition, the license to the Virgin brand granted to us under the Amended TMLA will expire in no later than thirty years under the terms of the agreement and there is no guarantee that we will renew or replace the Amended TMLA on commercially reasonable terms or at all. In addition, there are certain circumstances under which the Amended TMLA may be terminated in its entirety. In addition, VEL may elect not to renew the Amended TMLA at the end of the initial 10-year term or the first 10-year renewal term. Termination or non-renewal of the Amended TMLA would eliminate our rights to use the Virgin brand and may result in our having to negotiate a new or reinstated agreement with less favorable terms or cause us to lose our rights under the Amended TMLA, including our right to use the Virgin brand, which would require us to change our corporate name and undergo other significant rebranding efforts. These rebranding efforts may require significant resources and expenses and may affect our ability to attract and retain customers, all of which may have a material adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.

Protecting and defending against intellectual property claims may have a material adverse effect on our business.

Our success depends in part upon successful prosecution, maintenance, enforcement and protection of our owned and licensed intellectual property, including the Virgin brand that we license from VEL, a member of the Virgin Group. Under the Amended TMLA, VEL holds the right to take actions to obtain, maintain, enforce and protect the Virgin brand. Should VEL determine not to maintain, enforce or protect the Virgin brand or other licensed intellectual property, we could be materially harmed.

To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology, as well as any costly litigation or diversion of our management’s attention and resources, could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations. The results of intellectual property litigation are difficult to predict and may require us to stop using certain technologies or offering certain services or may result in significant damage awards or settlement costs. There is no guarantee that any action to defend, maintain or enforce our owned or licensed intellectual property rights will be successful, and an adverse result in any such proceeding could have a material adverse impact on our business, financial condition, operating results and prospects.

In addition, we may from time to time face allegations that we are infringing, misappropriating or otherwise violating the intellectual property rights of third parties, including the intellectual property rights of our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Irrespective of the validity of any such claims, we could incur significant costs and diversion of resources in defending against them, and there is no guarantee any such defense would be successful, which could have a material adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.

Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could divert the time and resources of our management team and harm our business, our operating results and our reputation.

Risks Related to Virgin Orbit’s Legal and Regulatory Environment

If we commercialize outside the United States, we will be exposed to a variety of risks associated with international operations that could materially and adversely affect our business.

As part of our growth strategy, we plan to leverage our initial U.S. operations to expand internationally. We have publicly announced plans to launch from the United Kingdom, Brazil and Japan. As such, we expect that we will be subject to additional risks related to entering into international business relationships, including:

•        restructuring our operations to comply with local regulatory regimes;

•        identifying, hiring and training highly skilled personnel;

•        unexpected changes in tariffs, trade barriers and regulatory requirements, including ITAR, EAR and Office of Foreign Assets Control (“OFAC”);

•        economic weakness, including inflation, or political instability in foreign economies and markets;

•        compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;

•        foreign taxes, including withholding of payroll taxes;

•        the need for U.S. government approval to operate our launch systems outside the United States;

•        foreign currency fluctuations, which could result in increased operating expenses and reduced revenue;

•        government appropriation of assets;

•        workforce uncertainty in countries where labor unrest is more common than in the United States; and

•        disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act (“ FCPA”), OFAC regulations and U.S. anti-money laundering regulations, as well as exposure of our foreign operations to liability under these regulatory regimes.

Our business is subject to a wide variety of extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to our launch operations, employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. We monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, and such compliance places a significant burden on management’s time and other resources, and it may limit our ability to expand into certain jurisdictions. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our business, financial condition and results of operations.

Failure to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. For example, conducting commercial launches in the United States requires licenses and permits from certain agencies of the Department of Transportation, including the Federal Aviation Administration (the “FAA”), and review by other agencies of the U.S. Government, including the DoD, Department of State, NASA, and the Federal Communications Commission (the “FCC”). License approval includes an interagency review of safety, operational, national security, and foreign policy and international obligations implications, as well as a review of foreign ownership. Delays in FAA action allowing us to conduct commercial launches could adversely affect our ability to operate our business and our financial results.

Moreover, regulation of our industry is still evolving, and new or different laws or regulations could affect our operations, increase direct compliance costs for us or cause any third-party suppliers or contractors to raise the prices they charge us because of increased compliance costs.

Application of these laws to our business may negatively impact our performance in various ways, limiting the collaborations we may pursue, further regulating the export and re-export of our products, services, and technology from the United States and abroad, and increasing our costs and the time necessary to obtain required authorization. The adoption of a multi-layered regulatory approach to any one of the laws or regulations to which we are or may become subject, particularly where the layers are in conflict, could require alteration of our manufacturing processes or operational parameters which may adversely impact our business. We may not be in complete compliance with all such requirements at all times and, even when we believe we are in complete compliance, a regulatory agency may determine that we are not.

We are subject to stringent U.S. export and import control laws and regulations. Unfavorable changes in these laws and regulations or U.S. government licensing policies, our failure to secure timely U.S. government authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation.

Our business is subject to stringent U.S. import and export control laws and regulations as well as economic sanctions laws and regulations. We are required to import and export our products, software, technology and services, as well as run our operations in the United States, in full compliance with such laws and regulations, which include the EAR, the ITAR, and economic sanctions administered by the Treasury Department’s OFAC. Similar laws that impact our business exist in other jurisdictions. These foreign trade controls prohibit, restrict, or regulate our ability to, directly or indirectly, export, deemed export, re-export, deemed re-export or transfer certain hardware, technical data, technology, software, or services to certain countries and territories, entities, and individuals, and for end uses. If we are found to be in violation of these laws and regulations, it could result in civil and criminal, monetary and non-monetary penalties, the loss of export or import privileges, debarment and reputational harm.

Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under the ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of our launch business. The authorization requirements include the need to get permission to release controlled

technology to foreign persons. Changes in U.S. foreign trade control laws and regulations, or reclassifications of our products or technologies, may restrict our operations. The inability to secure and maintain necessary licenses and other authorizations could negatively impact our ability to compete successfully or to operate our business as planned. Any changes in the export control regulations or U.S. government licensing policy, such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations. Given the great discretion the government has in issuing or denying such authorizations to advance U.S. national security and foreign policy interests, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals.

We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other serious consequences for violations, which can harm our business.

We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and possibly other anti-corruption and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other third-parties who act on the company’s behalf from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector. We maintain policies and procedures designed to promote compliance with the anti-corruption laws. However, we cannot provide assurance that our internal controls will always prevent and detect noncompliance, and we can be held liable for the corrupt or other illegal activities of our employees, agents, contractors and other third parties who act on our behalf, even if we do not explicitly authorize or have actual knowledge of such activities. Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

We are subject to environmental regulation and may incur substantial costs.

We are subject to federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, greenhouse gases and the management of hazardous substances, oils and waste materials. Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the property. Under federal and many state laws, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Compliance with environmental laws and regulations can require significant expenditures. In addition, we could incur costs to comply with such current or future laws and regulations, the violation of which could lead to substantial fines and penalties.

We may have to pay governmental entities or third parties for property damage and for investigation and remediation costs that they incurred in connection with any contamination at our current and former properties or at third-party sites where we have sent hazardous substances for disposal without regard to whether we knew of or caused the presence of the contaminants. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of waste directly attributable to us. Even if more than one person may have been responsible for the contamination, each person covered by these environmental laws may be held responsible for all of the clean-up costs incurred. Environmental liabilities could arise and have a material adverse effect on our financial condition and performance. We do not believe, however, that pending environmental regulatory developments in this area will have a material effect on our capital expenditures or otherwise materially adversely affect our operations, operating costs, or competitive position.

Environmental, social and governance matters may impact our business and reputation.

Increasingly, in addition to the importance of their financial performance, companies are being judged by their performance on a variety of environmental, social and governance (“ESG”) matters, which are considered to contribute to the long-term sustainability of companies’ performance.

A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of ESG measures to their investment decisions. Topics taken into account in such assessments include, among others, companies’ efforts and impacts on climate change and human rights, ethics and compliance with law, diversity and the role of companies’ board of directors in supervising various sustainability issues.

ESG goals and values are embedded in our core mission and vision, and we actively take into consideration their expected impact on the sustainability of our business over time and the potential impact of our business on society and the environment, including offsetting or reducing carbon emissions and sound pollution from launches. However, in light of investors’ increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet society’s expectations as to our proper role. This could lead to risk of litigation or reputational damage relating to our ESG policies or performance.

Further, our emphasis on ESG issues may not maximize short-term financial results and may yield financial results that conflict with the market’s expectations. We have and may in the future make business decisions that may reduce our short-term financial results if we believe that the decisions are consistent with our ESG goals, which we believe will improve our financial results over the long-term. These decisions may not be consistent with the short-term expectations of our stockholders and may not produce the long-term benefits that we expect, in which case our business, financial condition, and operating results could be harmed.

Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.

We will be subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax laws and tax rates in various jurisdictions, including the United States, may be subject to change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their interpretation. In addition, we may be subject to income tax audits by various tax jurisdictions. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities could have a material impact on the results of our operations.

Investments in us may be subject to U.S. and non-U.S. foreign investment screening regulations which may impose conditions or limitations on certain investors (including, but not limited to, limits on purchasing Vieco USA capital stock, or after the Business Combination, Virgin Orbit common stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, forced divestiture, or other measures).

Certain investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective on February 13, 2020, among other things expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.” The new CFIUS legislation also imposed mandatory filings for certain investment transactions into U.S. businesses with a nexus to critical technologies.

Moreover, other countries continue to strengthen their own foreign direct investment (“FDI”) screening regimes, and investments and transactions outside of the U.S. may be subject to review by non-U.S. FDI regulators if such investments are perceived to implicate national security policy priorities. Any review and approval of an investment or transaction by CFIUS or another FDI regulator may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS and other FDI regulatory policies and practices are rapidly evolving, and in the event that CFIUS or another FDI regulator reviews one or more proposed or existing investment by investors in Vieco USA or the Business Combination, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to such investors, or that the Business Combination will be able to proceed on the terms currently proposed. CFIUS or another FDI regulator may seek to prevent the Business Combination, require Virgin Orbit to divest some or all of its business operations, impose requirements on the management, control and conduct of the Virgin Orbit business, or impose limitations or restrictions on, or prohibit, investments by certain investors (including, but not limited to, limits on purchasing Vieco USA capital stock, or after the Business Combination, Virgin Orbit common stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things).

In particular, if the Closing occurs prior to the commencement of the U.K’s new investment screening regime under the NSIA, no approval will be required under the NSIA. However, the U.K. Secretary of State has the power to call in transactions for review (including retrospectively in relation to transactions occurring after November 11, 2020) where he or she reasonably suspects that a transaction has given rise or may give rise to a risk to national security. The U.K. Secretary of State has broad powers to make interim and final orders for the purpose of preventing, remedying or mitigating such a national security risk. Any such orders may adversely affect Virgin Orbit following the Business Combination and can include a requirement that some or all of the business be divested, as well as impose requirements on the management, control and conduct of the business.

Risks Related to the Business Combination and NextGen

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to NextGen prior to the consummation of the Business Combination.

Based on recent market trends, in the event that NextGen’s stock price is at, around or below $10.00 per share during the redemption period, there will likely be significant redemptions by NextGen’s public shareholders in connection with the Business Combination, resulting in a greater risk that there will be a reduced amount of cash available to Virgin Orbit following the consummation of the Business Combination and as a result, would likely require Virgin Orbit to obtain additional financing in order to fund its planned operations to the point where Virgin Orbit’s business is generating positive cash flows.

Based on recent market trends, in the event that NextGen’s stock price is at, around or below $10.00 per share during the redemption period, there will likely be significant redemptions by NextGen’s public shareholders in connection with the Business Combination. In such event, following the Closing, Virgin Orbit will likely need to obtain additional financing through public or private equity, debt financings or other sources, in addition to the net

proceeds from the Business Combination and the PIPE Investment, in order to fund its planned operations to the point where Virgin Orbit’s business is generating positive cash flows. Additional funding may not be available to Virgin Orbit on acceptable terms, or at all. If adequate funds are not available on a timely or reasonable basis, Virgin Orbit may be required to delay, limit, reduce or terminate its research and development, operations or commercialization efforts. Further, Virgin Orbit could be forced to sell or dispose of certain of its rights or assets. Any inability to raise adequate funds on commercially reasonable terms could have a material adverse effect on Virgin Orbit’s business, financial condition, results of operations and prospects, including the possibility that a lack of funds could cause its business to fail and liquidate with little or no return to investors.

The Sponsor and the Sponsor Parties have agreed to vote in favor of the Business Combination, regardless of how NextGen’s public shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and the Sponsor Parties have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

We may be forced to close the Business Combination even if we determined it is no longer in our shareholders’ best interest.

Our public shareholders are protected from a material adverse event of Vieco USA arising between the date of the Merger Agreement and the Closing primarily by (i) the right to redeem their public shares for a pro rata portion of the funds held in the trust account, calculated as of two business days prior to the vote at the extraordinary general meeting, and (ii) the closing condition in the Merger Agreement that the representation made by Vieco USA that, from January 18, 2021 to the date of the Merger Agreement, there has not been any Company Material Adverse Effect (as defined in the Merger Agreement), be true and correct in all respects as of the Closing Date as though made on and as of such date.

Additionally, if we do not obtain shareholder approval at the extraordinary general meeting, Vieco USA can continually obligate us to hold additional extraordinary general meetings to vote on the Condition Precedent Proposals until the earlier of such shareholder approval being obtained and three business days prior to May 23, 2022 (the “Agreement End Date”). We are also restricted from seeking, soliciting, negotiating or consummating any alternative business combination while the Merger Agreement is still in effect.

Since the Sponsor and NextGen’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Vieco USA is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if the Business Combination is not completed.

When you consider the recommendation of NextGen’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and NextGen’s directors and officers have interests in such proposal that are different from, or in addition to, those of NextGen shareholders and warrant holders generally. As more fully described below, the Sponsor, among other things, (1) will only be able to realize a return on its equity in NextGen (which may be materially higher than those realized by public NextGen shareholders and warrant holders) if NextGen completes a business combination within the required period, and (2) has advanced funds to NextGen to cover transaction expenses, for which it will only be reimbursed if NextGen completes a business combination within the required period. Further, certain of NextGen’s officers and directors, and their affiliates, are entitled to receive distributions of the assets of the Sponsor and therefore will benefit when NextGen completes a business combination within the required period. More specifically, the Sponsor and NextGen’s directors’ and executive officers’ interests include, among other things, the interests listed below:

•        The 9,564,864 NexGen Class B ordinary shares owned by Sponsor, if valued based on the closing price of $9.90 per public share on the Nasdaq on September 13, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, and if unrestricted and freely tradable, would have an aggregate market value of $94.7 million (after giving effect to the conversion of such NexGen Class B

ordinary shares into shares of Virgin Orbit common stock in connection with the Merger, including after giving effect to the Domestication). The Sponsor purchased such 9,564,864 NexGen Class B ordinary shares for an aggregate purchase price of $25,000 prior to NextGen’s initial public offering. If NextGen does not consummate a business combination by March 25, 2023 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 9,564,864 NextGen Class B ordinary shares owned by the Sponsor would be worthless because following the redemption of the public shares, NextGen would likely have few, if any, net assets and because the Sponsor and NextGen’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any NextGen Class A ordinary shares and NextGen Class B ordinary shares held by it or them, as applicable, if NextGen fails to complete a business combination within the required period.

•        The Sponsor purchased an aggregate of 6,767,927 private placement warrants from NextGen simultaneously with the consummation of NextGen’s initial public offering for an aggregate purchase price of $10.15 million, which will automatically convert into 6,767,927 Virgin Orbit warrants in connection with the Merger (including after giving effect to the Domestication). The 6,767,927 private placement warrants, if valued based on the closing price of $1.60 per public warrant on the Nasdaq on September 13, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, and if unrestricted and freely tradable, would have an aggregate market value of $10.8 million, but may expire and become worthless if NextGen fails to complete a business combination by March 25, 2023. As a result of Sponsor’s interest in the NextGen Class B ordinary shares and private placement warrants, Sponsor and its affiliates have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect NextGen’s initial business combination.

•        The Sponsor Related PIPE Investors have subscribed for $15,000,000 of the PIPE Investment, for which they will receive up to 1,500,000 shares of Virgin Orbit common stock. The 1,500,000 shares of Virgin Orbit common stock which the Sponsor Related PIPE Investors have subscribed for in the PIPE Investment, if unrestricted and freely tradable, would have had an aggregate market value of $14.9 million based upon the closing price of $9.90 per public share on Nasdaq on September 13, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. See the section entitled “Certain Relationships and Related Person Transactions — NextGen Acquisition Corp. II — PIPE Subscription Agreements.”

•        Pursuant to that certain Amended and Restated Limited Liability Company Agreement, dated as of February 8, 2021, by and among NextGen’s directors and executive officers and their affiliates, as applicable (the “Sponsor LLC Agreement”), certain of NextGen’s directors and executive officers made certain capital contributions to the Sponsor, the proceeds of which were used by the Sponsor to purchase the 9,564,864 NexGen Class B ordinary shares for an aggregate purchase price of $25,000. In addition, certain affiliates of George N. Mattson and Gregory L. Summe, as well as affiliates of each of NextGen’s directors, have made certain at-risk capital contributions, the proceeds of which were used by the Sponsor to purchase the 6,767,927 private placement warrants for $10.15 million. Upon or after the consummation of a business combination and as determined by certain members of the Sponsor, certain of NextGen’s directors and executive officers are entitled to receive distributions of the assets of the Sponsor pursuant to the terms of the Sponsor LLC Agreement. As such, certain of NextGen’s directors and executive officers have a direct or indirect economic interest in the securities owned by the Sponsor.

•        In the event that NextGen fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, NextGen will be required to provide for payment of claims of creditors that were not waived that may be brought against NextGen within the ten years following such redemption. In order to protect the amounts held in NextGen’s trust account, the Sponsor has agreed that it will be liable to NextGen if and to the extent any claims by a third party (other than NextGen’s independent

auditors) for services rendered or products sold to NextGen, or a prospective target business with which NextGen has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of NextGen’s initial public offering against certain liabilities, including liabilities under the Securities Act.

•        In order to finance transaction costs in connection with a Business Combination, the Sponsor has advanced funds to NextGen for working capital purposes, including $770,000 as of September 15, 2021. These outstanding advances have been documented in a promissory note, dated as of August 12, 2021 (the “Promissory Note”), issued by NextGen to the Sponsor, pursuant to which NextGen may borrow up to $1,500,000 from the Sponsor (including those amounts which are currently outstanding). The Promissory Note is non-interest bearing, unsecured and due and payable in full on the earlier of March 25, 2023 and the date NextGen consummates its initial business combination. If NextGen does not complete the initial business combination within the required period, NextGen may use a portion of the working capital held outside the trust account to repay such advances and any other working capital advances made to NextGen, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to NextGen, and Sponsor may not be able to recover the value it has loaned to NextGen and any other working capital advances it may make.

•        NextGen’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on NextGen’s behalf, such as identifying and investigating possible business targets and business combinations, as well as repayment of working capital advances. However, if NextGen fails to consummate a business combination by March 25, 2023, they will not have any claim against the trust account for reimbursement or repayment. Accordingly, NextGen may not be able to reimburse such expenses or repay such advances if the Business Combination or another business combination, is not completed by such date. As of September 15, 2021 there was $770,000 of unpaid reimbursable expenses or working capital advances outstanding (which consists of funds advanced to NextGen by Sponsor pursuant to the Promissory Note).

•        As noted above, the Sponsor purchased 9,564,864 NextGen Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.0026 per share (after taking into account the forfeiture by Sponsor of 1,935,136 founder shares, including 497,636 as a result of the underwriter’s partial exercise of the over-allotment option). As a result, Sponsor will have a rate of return on its investment which differs from the rate of return of NextGen shareholders who purchased NextGen shares at various other prices, including NextGen shares included in NextGen units that were sold at $10.00 per unit in NextGen’s initial public offering. The closing price of NextGen’s public shares on September 13, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, was $9.90. As a result of and upon the effective time of the Domestication, among other things, each of the then issued and outstanding NextGen Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Virgin Orbit common stock. In the event the stock price of the post-combination company falls below the price paid by a NextGen shareholder at the time of purchase of the NextGen shares by such shareholder, a situation may arise in which Sponsor maintains a positive rate of return while such NextGen shareholder does not.

•        The Sponsor (including its representatives and affiliates) and NextGen’s directors and officers may in the future become, affiliated with entities that are engaged in a similar business to NextGen. For example, Mr. Mattson and Mr. Summe, each of whom serves as an officer and director of NextGen and may be considered an affiliate of the Sponsor, have also recently incorporated NGAC III, which is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effective an initial business combination. Mr. Mattson and Mr. Summe are Co-Chairmen of NGAC III, and each of our other officers is also an officer of NGAC III and owe fiduciary duties under Cayman Islands Companies Act to NGAC III. The Sponsor and NextGen’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to NextGen completing its initial business combination. NextGen’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to NextGen, and the other entities to which they owe certain

fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in NextGen’s favor and such potential business opportunities may be presented to other entities prior to their presentation to NextGen, subject to applicable fiduciary duties under Cayman Islands Companies Act. NextGen’s Cayman Constitutional Documents provide that NextGen renounces any interest or expectancy in, or in being offered an opportunity to participate in, in any potential transaction or matter that may be a corporate opportunity for NextGen, on the one hand, and one of its officers or directors, on the other, or that may be a corporate opportunity for both NextGen and one of its officers or directors.

•        NextGen’s existing directors and officers will be eligible for continued indemnification and continued coverage under NextGen’s directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

•        Pursuant to the Registration Rights Agreement, the Sponsor and the Sponsor Related PIPE Investors will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Virgin Orbit common stock and warrants held by such parties following the consummation of the Business Combination.

The existence of financial and personal interests of one or more of NextGen’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of NextGen and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, NextGen’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

The personal and financial interests of the Sponsor and NextGen’s directors and officers may have influenced their motivation in identifying and selecting Vieco USA as a business combination target, completing an initial business combination with Vieco USA and influencing the operation of the business following the initial business combination. In considering the recommendations of NextGen’s board of directors to vote for the proposals, its shareholders should consider these interests.

The exercise of NextGen’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in NextGen’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require NextGen to agree to amend the Merger Agreement, to consent to certain actions taken by Vieco USA or to waive rights that NextGen is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Vieco USA’s business or a request by Vieco USA to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at NextGen’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for NextGen and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, NextGen does not believe there will be any changes or waivers that NextGen’s directors and executive officers would be likely to make after shareholder approval of the BCA Proposal has been obtained. While certain changes could be made without further shareholder approval, NextGen will circulate a new or amended proxy statement/prospectus and resolicit NextGen’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the BCA Proposal.

We and Vieco USA will incur significant transaction and transition costs in connection with the Business Combination.

We and Vieco USA have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the

Business Combination. We and Vieco USA may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by out of the proceeds of the Business Combination or by Virgin Orbit following the closing of the Business Combination.

The Requisite Vieco USA Stockholder will control the direction of Virgin Orbit’s business, and the concentrated ownership of Virgin Orbit common stock will prevent you and other stockholders from influencing significant decisions.

In connection with the Business Combination, Virgin Orbit will enter into the Stockholders’ Agreement with the Requisite Vieco USA Stockholder. Pursuant to the terms of the Stockholders’ Agreement, Virgin Orbit will be required to take all necessary action to cause the specified designees of the Requisite Vieco USA Stockholder to be nominated to serve on the Virgin Orbit Board. For so long as the Requisite Vieco USA Stockholder holds a majority of Virgin Orbit common stock, it will be able to control the composition of the Virgin Orbit Board, which in turn will be able to control all matters affecting Virgin Orbit, subject to the terms of the Stockholders’ Agreement, including:

•        any determination with respect to Virgin Orbit’s business direction and policies, including the appointment and removal of officers and, in the event of a vacancy on the Virgin Orbit’s Board, additional or replacement directors;

•        any determinations with respect to mergers, business combinations or disposition of assets;

•        determination of Virgin Orbit’s management policies;

•        Virgin Orbit’s financing policy;

•        Virgin Orbit’s compensation and benefit programs and other human resources policy decisions; and

•        the payment of dividends on Virgin Orbit common stock.

Additionally, the Requisite Vieco USA Stockholder will individually control shares representing a majority of the total outstanding shares of Virgin Orbit common stock upon completion of the Business Combination. Even if the Requisite Vieco USA Stockholder were to control less than a majority of the total outstanding shares of Virgin Orbit common stock, it will be able to influence the outcome of corporate actions so long as it owns a significant portion of the total outstanding shares of Virgin Orbit common stock. Specifically, under the terms of the Stockholders’ Agreement, for so long as the Requisite Vieco USA Stockholder continues to beneficially own at least 25% of the shares of Virgin Orbit common stock it beneficially owns upon completion of the Business Combination, in addition to any vote or consent of the stockholders or the Virgin Orbit Board as required by law, Virgin Orbit and its subsidiaries must obtain the Requisite Vieco USA Stockholder’s prior written consent to engage in:

•        a business combination or similar transaction having a fair market value (“FMV”) of $10.0 million or more;

•        a non-ordinary course sale of assets or equity interest having a FMV of $10.0 million or more;

•        a non-ordinary course acquisition of any business or assets having a FMV of $10.0 million or more;

•        an acquisition of equity interests having a FMV of $10.0 million or more;

•        approval of any non-ordinary course investment having a FMV of $10.0 million or more, other than any investment expressly contemplated by the annual operating budget of Virgin Orbit then in effect;

•        an issuance or sale of any capital stock of Virgin Orbit or its subsidiaries, other than an issuance of shares of capital stock upon the exercise of options to purchase shares of capital stock of Virgin Orbit;

•        making any dividends or distribution to the stockholders of Virgin Orbit other than redemptions and those made in connection with the cessation of services of employees;

•        incurring indebtedness outside of the ordinary course in an amount greater than $25.0 million in a single transaction or $100.0 million in aggregate consolidated indebtedness;

•        amendment of the terms of the Stockholders’ Agreement or the Registration Rights Agreement;

•        a liquidation or similar transaction;

•        transactions with any interested stockholder pursuant to Item 404 of Regulation S-K;

•        increasing or decreasing the size of the Virgin Orbit Board; or

•        engaging of any professional advisors for any of the foregoing matters listed above.

Furthermore, for so long as the Requisite Vieco USA Stockholder continues to beneficially own at least 10% of the shares of Virgin Orbit common stock it beneficially owns upon completion of the Business Combination, in addition to any vote or consent of the stockholders or the Virgin Orbit Board as required by law, Virgin Orbit and its subsidiaries must obtain the Requisite Vieco USA Stockholder’s prior written consent to engage in:

•        any business combination or similar transaction;

•        amendment of the terms of the Stockholders’ Agreement or the Registration Rights Agreement;

•        a liquidation or related transaction; or

•        an issuance of capital stock in excess of 5% of the then issued and outstanding shares of Virgin Orbit or its subsidiaries, other than issuances upon the exercise of options in accordance with their respective terms.

Because the interests of the Requisite Vieco USA Stockholder may differ from the interests of Virgin Orbit or its other stockholders, actions that the Requisite Vieco USA Stockholder takes with respect to us may not be favorable to Virgin Orbit or its other stockholders. For additional information, see the section entitled “BCA Proposal — Related Agreements — Stockholders’ Agreement.”

The announcement of the proposed Business Combination could disrupt Vieco USA’s and/or Virgin Orbit’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Vieco USA’s and Virgin Orbit’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect Vieco USA’s and Virgin Orbit’s ability to retain and hire key personnel and other employees;

•        customers, suppliers, business partners and other parties with which Vieco USA maintains business relationships may experience uncertainty about the future of these relationships in light of the Business Combination and seek alternative relationships with third parties, seek to alter their business relationships with Virgin Orbit or fail to extend an existing relationship with Vieco USA to Virgin Orbit; and

•        Vieco USA has expended and Virgin Orbit will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Virgin Orbit’s results of operations and cash available to fund its businesses.

Following the Business Combination, we will be a controlled company within the meaning of the Nasdaq listing standards, and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such requirements.

Following the completion of the Business Combination, the Requisite Vieco USA Stockholder will control a majority of the voting power of our common stock. As a result, we will be considered a “controlled company” within the meaning of the Nasdaq listing standards. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements of Nasdaq, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish compensation and nominating

and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to our board of directors by the independent members of our board of directors. Following the Business Combination, we may rely on some or all of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

If we cease to be a “controlled company” in the future, we will be required to comply with the Nasdaq listing standards, which may require replacing a number of our directors and will require development of certain other governance-related policies and practices (including adopting written charters for each committee and instituting annual performance evaluations). These and any other actions necessary to achieve compliance with such rules may increase our legal and administrative costs, will make some activities more difficult, time-consuming and costly and may also place additional strain on its personnel, systems and resources.

We will incur increased costs as a result of becoming a public company.

As a public company, we will incur significant legal, accounting, insurance, and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements.
We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules
implemented by the SEC. The expenses incurred by public companies for reporting and corporate governance
purposes generally have been increasing. We expect these rules and regulations to increase our legal and
financial reporting compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. In estimating these costs, we took into
account expenses related to insurance, legal, accounting, and compliance activities, as well as other expenses not currently incurred. These laws and regulations could also make it more difficult or costly for us to obtain certain
types of insurance, including director and officer liability insurance, and we may be forced to accept reduced
policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws
and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our
board of directors, on our board committees, or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and
other regulatory action and potentially civil litigation.

Subsequent to consummation of the Business Combination, we may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Vieco USA has identified all material issues or risks associated with Vieco USA, its business or the industry in which it competes.

Furthermore, we cannot assure you that factors outside of Vieco USA’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or Virgin Orbit. Additionally, we have no indemnification rights against Vieco USA or the Vieco USA Stockholders under the Merger Agreement and all of the purchase price consideration will be delivered at the Closing.

Accordingly, any shareholders or warrant holders of NextGen who choose to remain Virgin Orbit stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Investors may not have the same benefits as an investor in an underwritten public offering.

We will become a publicly listed company upon the completion of the Business Combination. The Business Combination and the transactions described in this proxy statement/prospectus are not an underwritten initial public offering of our securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following.

Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Our investors must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of our business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of our securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of our securities or helping to stabilize, maintain or affect the public price of our securities following the closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with our securities that will be outstanding immediately following the closing. In addition, since we will become public through a merger, securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on our behalf. All of these differences from an underwritten public offering of our securities could result in a more volatile price for our securities.

Further, since there will be no traditional “roadshow,” there can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the securities or sufficient demand among potential investors immediately after the closing, which could result in a more volatile price for the securities.

In addition, the Sponsor, certain members of the NextGen board of directors and its officers, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of our securities following completion of the Business Combination, and that would not be present in an underwritten public offering of our securities. Such interests may have influenced the NextGen board of directors in making their recommendation that NextGen shareholders vote in favor of the approval of the BCA Proposal and the other proposals described in this proxy statement/prospectus. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination.”

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if we became a publicly listed company through an underwritten initial public offering instead of upon completion of the merger.

The historical financial results of Vieco USA and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Virgin Orbit’s actual financial position or results of operations would have been.

The historical financial results of Vieco USA included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows it would have achieved as a standalone company during the periods presented or those Virgin Orbit will achieve in the future. This is primarily the result of the following factors: (i) Virgin Orbit will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) Virgin Orbit’s capital structure will be different from that reflected in Vieco USA’s historical financial statements. Virgin Orbit’s financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare Virgin Orbit’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions, including, but not limited to, NextGen being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Vieco USA on the Closing Date and the number of NextGen Class A ordinary shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of Virgin Orbit’s future operating or financial performance and Virgin Orbit’s actual financial condition and results of operations may vary materially from Virgin Orbit’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Following the consummation of the Business Combination, our only significant asset will be our ownership interest in Vieco USA and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on Virgin Orbit common stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of Vieco USA. We and certain investors, the Vieco USA Stockholders, and directors and officers of Vieco USA and its affiliates will become stockholders of Virgin Orbit. We will depend on Vieco USA for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to Virgin Orbit common stock. The financial condition and operating requirements of Vieco USA may limit our ability to obtain cash from Vieco USA. The earnings from, or other available assets of, Vieco USA may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on Virgin Orbit common stock or satisfy our other financial obligations.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to the Business Combination.

If Vieco USA and NextGen waive the Minimum Cash Condition without the prior written consent of each PIPE Investor, each PIPE Investor may claim to have the option to cancel its respective purchase commitment under its Subscription Agreement to the extent that such waiver has a material and adverse effect on the economic benefits such PIPE Investor would have reasonably expected to receive under its Subscription Agreement. If such claim is successful and such option is exercised, such cancellation would result in a reduction in the PIPE Investment Amount, thereby reducing the amount of cash available to Virgin Orbit following the consummation of the Business Combination.

The consummation of the Merger is conditioned upon satisfaction of the Minimum Cash Condition. Assuming redemptions do not exceed the maximum redemptions scenario described elsewhere in this proxy statement/prospectus, NextGen will be able to satisfy the Minimum Cash Condition based on the proceeds it will receive from the PIPE

Investment, together with remaining funds left in NextGen’s trust account after taking into account the redemptions and estimated transaction costs incurred by NextGen in connection with the Business Combination of $32.4 million, including the deferred underwriting commissions from the NextGen’s initial public offering of $13.4 million. The maximum redemptions scenario assumes that 25,021,858 public shares of NextGen’s Class A ordinary shares are redeemed for an aggregate payment of $250.2 million, which is derived from the number of shares that could be redeemed based on an assumed redemption price of approximately $10.00 per share. Based on recent market trends, in the event that NextGen’s stock price is at, around or below $10.00 per share during the redemption period, there will likely be significant redemptions in excess of the maximum redemptions scenario.

If, after the deadline for exercising redemption rights has passed in connection with the extraordinary general meeting, the sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is reasonably expected to be less than $200.0 million, then, at or prior to the Closing, VIL will have the right (but not the obligation) to purchase up to $100.0 million of additional shares of Virgin Orbit common stock at a price per share of $10.00 (the aggregate dollar value of such purchase, the “Additional Equity Amount”). If VIL elects to purchase such additional shares and the aggregate of the Trust Amount after the deadline for exercising redemption rights, the PIPE Investment Amount and the Additional Equity Amount equal or exceed $200.0 million, then the Minimum Cash Condition will be deemed satisfied. If there are significant redemptions by public shareholders and if VIL does not exercise its right to purchase additional shares of Virgin Orbit common stock, then the Minimum Cash Condition may not be satisfied. In the event the Minimum Cash Condition is not satisfied, the Business Combination could not be consummated unless Vieco USA and NextGen waive the Minimum Cash Condition. The Subscription Agreements provide that each PIPE Investor’s obligation to close is conditioned upon the occurrence of no waivers under the Merger Agreement by NextGen that materially and adversely affect the economic benefits such PIPE Investor would have reasonably expected to receive under the respective Subscription Agreement without such PIPE Investor’s prior written consent. If Vieco USA and NextGen waive the Minimum Cash Condition without the prior written consent of each PIPE Investor, each PIPE Investor may claim to have the option to cancel its respective purchase commitment under its Subscription Agreement to the extent that such waiver has a material and adverse effect on the economic benefits such PIPE Investor would have reasonably expected to receive under its Subscription Agreement. If such claim is successful and such option is exercised, such cancellation would lead to a reduction in the PIPE Investment Amount, resulting in fewer net proceeds available to Virgin Orbit following the consummation of the Business Combination and as a result, would likely require Virgin Orbit to obtain additional financing in order to fund its planned operations to the point where Virgin Orbit’s business is generating positive cash flows.

Furthermore, pursuant to the Cayman Constitutional Documents, in no event will NextGen redeem public shares in an amount that would cause Virgin Orbit’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Investment Amount actually received by NextGen prior to or substantially concurrently with the Closing) to be less than $5,000,001. If such condition is not met, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated.

The Sponsor may elect to purchase shares or warrants from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Vieco USA or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares or warrants from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of NextGen’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Vieco USA or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the

Incentive Award Plan Proposal, the ESPP Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and each of the Organizational Documents Proposals, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) NextGen’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Investment Amount actually received by NextGen prior to or substantially concurrently with the Closing) being at least $5,000,001. The purpose of such purchases of public warrants would be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders or shareholders for approval in connection with our initial business combination.

Entering into any such arrangements may have a depressive effect on our ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares or warrants at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares or warrants by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price per unit in our initial public offering).

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all suppliers, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed the Business Combination within the required time period, or upon the exercise of a redemption right in connection with the Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering

against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties, including, without limitation, claims by suppliers and prospective target businesses.

If, after we distribute the proceeds in the trust account to our public shareholders, NextGen files a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties, thereby exposing the members of our board of directors and us to claims of damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty or having acted in bad faith, thereby exposing it and us to claims of damages. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation would be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we enter into an insolvency proceeding, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that, for example, immediately following the distribution, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

The public shareholders will experience immediate dilution as a consequence of the issuance of Virgin Orbit common stock as consideration in the Business Combination and the PIPE Investment and due to future issuances pursuant to the 2021 Plan. Having a minority share position may reduce the influence that our current stockholders have on the management of Virgin Orbit.

Upon completion of the Business Combination, we anticipate that: (1) Requisite Vieco USA Stockholder is expected to hold an ownership interest of 78.0% of the fully diluted Virgin Orbit common stock, (2) Other Vieco

USA Stockholders are expected to hold an ownership interest of 0.2% of the fully diluted Virgin Orbit common stock, (3) Vieco USA PIPE Investors are expected to hold an ownership interest of 1.2% of the fully diluted Virgin Orbit common stock, (4) the Sponsor is expected to hold an ownership interest of 2.9% of the fully diluted Virgin Orbit common stock, (5) NextGen’s public shareholders will retain an ownership interest of 9.9% of the fully diluted Virgin Orbit common stock, (6) Third-Party PIPE Investors are expected to hold an ownership interest of 1.0% of the fully diluted Virgin Orbit common stock, (7) holders of Virgin Orbit Options are expected to hold an ownership interest of 3.0% of the fully diluted Virgin Orbit common stock as though exercised upon the Closing, (8) holders of NextGen private placement warrants are expected to hold an ownership interest of 1.7% of the fully diluted Virgin Orbit common stock as though exercised upon the Closing, (9) holders of NextGen public warrants are expected to hold an ownership interest of 2.0% of the fully diluted Virgin Orbit common stock as though exercised upon the Closing and (10) a Third-Party PIPE Investor is expected to be issued a warrant, which is expected to hold an ownership interest of 0.1% of the fully diluted Virgin Orbit common stock assuming as though exercised upon the Closing.

These levels of ownership interest are based on VO Holdings’ capitalization as of September 10, 2021 and assume (i) no additional issuance of VO Holdings common stock from the continued funding by Vieco 10 or VO Holdings Options exercises, (ii) that no public shareholders exercise their redemption rights in connection with the Business Combination, (iii) Vieco USA does not exercise the Cash Election, (iv) no forfeitures of any shares or warrants of Virgin Orbit common stock in connection with the Sponsor Earnback Shares and Sponsor Earnback Warrants and (v) Virgin Orbit sells and issues 10,000,000 shares of Virgin Orbit common stock to the PIPE Investors pursuant to the PIPE Investment. The Third-Party PIPE Investors have agreed to purchase 4,000,000 shares of Virgin Orbit common stock, at $10.00 per share, for approximately $40,000,000 of gross proceeds. The Sponsor Related PIPE Investors have agreed to purchase 1,500,000 shares of Virgin Orbit common stock, at $10.00 per share, for approximately $15,000,000 of gross proceeds. The Vieco USA PIPE Investors, including VIL and Aabar Space Inc., have agreed to purchase 4,500,000 shares of Virgin Orbit common stock, at $10.00 per share, for approximately $45,000,000 of gross proceeds. In addition, if, after the deadline for exercising redemption rights has passed in connection with the extraordinary general meeting, the sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is reasonably expected to be less than $200.0 million, then, at or prior to the Closing, VIL will have the right (but not the obligation) to purchase up to $100.0 million of additional shares of Virgin Orbit common stock at a price per share of $10.00. If the actual facts are different from these assumptions, the percentage ownership retained by the current NextGen shareholders in Virgin Orbit will be different.

In addition, Vieco USA employees and consultants hold stock options, and after the Business Combination, are expected to be granted equity awards under the 2021 Plan and purchase rights under the ESPP. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of Virgin Orbit common stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of NextGen securities and may adversely affect prevailing market prices for our units, public shares or public warrants.

Warrants will become exercisable for Virgin Orbit common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding warrants to purchase an aggregate of 14,419,818 shares of Virgin Orbit common stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. These warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Business Combination and 12 months from the closing of our public offering. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of Virgin Orbit common stock will be issued, which will result in dilution to the existing holders of Virgin Orbit common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Virgin Orbit common stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

Even if the Business Combination is consummated, the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.

The warrants were issued in registered form under a Warrant Agreement between the Warrant Agent and NextGen. The Warrant Agreement provides that (a) the terms of the warrants may be amended without the consent

of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants under the warrant agreement and (b) all other modifications or amendments require the vote or written consent of at least 65% of the then outstanding public warrants; provided that any amendment that solely affects the terms of the private placement warrants or any provision of the warrant agreement solely with respect to the private placement warrants will also require at least 65% of the then outstanding private placement warrants.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Virgin Orbit’s common stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of Virgin Orbit’s common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). Redemption of the outstanding warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us (subject to limited exceptions) so long as they are held by our Sponsor or its permitted transferees.

In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last reported sale price of our Virgin Orbit common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of Virgin Orbit common stock determined based on the redemption date and the fair market value of our Virgin Orbit common stock. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 shares of Virgin Orbit common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Following the Business Combination, Virgin Orbit currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Virgin Orbit Board and will depend on its financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

Nasdaq may not list Virgin Orbit’s securities on its exchange, which could limit investors’ ability to make transactions in Virgin Orbit’s securities and subject Virgin Orbit to additional trading restrictions.

In connection with the Business Combination, in order to continue to maintain the listing of securities on Nasdaq, we will be required to demonstrate Virgin Orbit’s compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. We will apply to have Virgin Orbit’s securities listed on

Nasdaq upon consummation of the Business Combination. We cannot assure you that we will be able to meet all initial listing requirements. Even if Virgin Orbit’s securities are listed on Nasdaq, Virgin Orbit may be unable to maintain the listing of its securities in the future.

If Virgin Orbit fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, Vieco USA would not be required to consummate the Business Combination. In the event that Vieco USA elected to waive this condition, and the Business Combination was consummated without Virgin Orbit’s securities being listed on Nasdaq or on another national securities exchange, Virgin Orbit could face significant material adverse consequences, including:

•        a limited availability of market quotations for Virgin Orbit’s securities;

•        reduced liquidity for Virgin Orbit’s securities;

•        a determination that Virgin Orbit common stock is a “penny stock” which will require brokers trading in Virgin Orbit common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Virgin Orbit’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If Virgin Orbit’s securities are not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

NextGen’s and Vieco USA’s ability to consummate the Business Combination, and the operations of Virgin Orbit following the Business Combination, may be materially adversely affected by the COVID-19 pandemic.

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has, and could continue to, adversely affect the economies and financial markets worldwide, business operations and the conduct of commerce generally, which may delay or prevent the consummation of the Business Combination, and the business of Vieco USA or Virgin Orbit following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The parties will be required to consummate the Business Combination even if Vieco USA, its business, financial condition and results of operations are materially affected by COVID-19. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and if Vieco USA is unable to recover from business disruptions due to COVID-19 or other matters of global concern on a timely basis, Vieco USA’s ability to consummate the Business Combination and Virgin Orbit’s financial condition and results of operations following the Business Combination may be materially adversely affected. Each of Vieco USA and Virgin Orbit may also incur additional costs due to delays caused by COVID-19, which could adversely affect Virgin Orbit’s financial condition and results of operations.

NextGen has identified a material weakness in its internal control over financial reporting as of March 31, 2021, and as of June 30, 2021. If NextGen is unable to develop and maintain an effective system of internal control over financial reporting, NextGen may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in NextGen and materially and adversely affect NextGen’s business and operating results.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Following the issuance of the SEC Staff Statement, after consultation with NextGen’s independent registered public accounting firm, NextGen management concluded that, in light of the SEC Staff Statement, NextGen identified a material weakness in its internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of NextGen’s annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for NextGen to provide reliable financial reports and prevent fraud. NextGen will continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If NextGen identifies any new material weaknesses in the future, any such newly identified material weakness could limit NextGen’s ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such case, NextGen may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in NextGen’s financial reporting and NextGen’s stock price may decline as a result. NextGen cannot assure you that the measures taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

NextGen and, following the Business Combination, Virgin Orbit, may face litigation and other risks as a result of the material weakness in NextGen’s internal control over financial reporting.

As a result of such material weakness, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, NextGen and, following the Business Combination, Virgin Orbit, face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, NextGen has no knowledge of any such litigation or dispute. However, NextGen can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on its business, results of operations and financial condition or NextGen’s ability to complete the Business Combination and related transactions in a timely manner or at all.

NextGen’s warrants are accounted for as derivative liabilities with changes in fair value each period included in earnings, which may have an adverse effect on the market price of our securities.

NextGen accounts for its warrants as derivative warrant liabilities. At each reporting period, (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or equity, and (2) the fair value of the liability of the public warrants and private placement warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement.The impact of changes in fair value on earnings may have an adverse effect on the market price of NextGen’s securities.

Additional Risks Related to Ownership of Virgin Orbit Common Stock Following the Business Combination and Virgin Orbit Operating as a Public Company

The price of Virgin Orbit’s common stock and warrants may be volatile.

Upon consummation of the Business Combination, the price of Virgin Orbit common stock, as well as Virgin Orbit warrants, may fluctuate due to a variety of factors, including:

•        changes in the industries in which Virgin Orbit and its customers operate;

•        developments involving Virgin Orbit’s competitors;

•        changes in laws and regulations affecting its business;

•        variations in its operating performance and the performance of its competitors in general;

•        actual or anticipated fluctuations in Virgin Orbit’s quarterly or annual operating results;

•        publication of research reports by securities analysts about Virgin Orbit or its competitors or its industry;

•        the public’s reaction to Virgin Orbit’s press releases, its other public announcements and its filings with the SEC;

•        actions by stockholders, including the sale by the Third-Party PIPE Investors of any of their shares of our common stock;

•        additions and departures of key personnel;

•        commencement of, or involvement in, litigation involving the combined company;

•        changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of Virgin Orbit common stock available for public sale; and

•        general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

These market and industry factors may materially reduce the market price of Virgin Orbit common stock and warrants regardless of the operating performance of Virgin Orbit.

Virgin Orbit does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, Virgin Orbit currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Virgin Orbit Board and will depend on its financial condition, results of operations, capital requirements, restrictions contained in the Stockholders’ Agreement and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

If analysts do not publish research about Virgin Orbit’s business or if they publish inaccurate or unfavorable research, Virgin Orbit’s stock price and trading volume could decline.

The trading market for Virgin Orbit common stock will depend in part on the research and reports that analysts publish about its business. Virgin Orbit does not have any control over these analysts. If one or more of the analysts who cover Virgin Orbit downgrade its common stock or publish inaccurate or unfavorable research about its business, the price of Virgin Orbit’s common stock could decline. If few analysts cover Virgin Orbit, the demand for its common stock could decrease and its common stock price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering Virgin Orbit in the future or fail to publish reports on it regularly.

Virgin Orbit may be subject to securities litigation, which is expensive and could divert management attention.

The market price of Virgin Orbit’s common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Virgin Orbit may be the target of this type of litigation in the future. Securities litigation against Virgin Orbit could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Future resales of Virgin Orbit’s common stock after the consummation of the Business Combination may cause the market price of Virgin Orbit’s securities to drop significantly, even if Virgin Orbit’s business is doing well.

In connection with the Business Combination, pursuant to the Proposed Bylaws of Virgin Orbit, certain Vieco USA Stockholders and certain of Vieco USA’s officers and directors will be restricted from selling or transferring any Lock-up Shares. Such restrictions begin at Closing and end on the date that is 180 days after the Closing, subject to certain exceptions.

Additionally, the Requisite Vieco USA Stockholder, the Sponsor and the Sponsor Parties have agreed to an extended lock-up period of 18 months following the Closing with respect to 25% of their Lock-up Shares and two years following the Closing with respect to 50% of their Lock-up Shares, however they are permitted to sell Lock-up Shares during such extended lock-up period via written trading plans in compliance with Rule 10b5-1 under the Exchange Act following the date that is 180 days after the Closing. If (i) at least 120 days have elapsed since the Closing and (ii) the 180 Day Lock-up Period is scheduled to end during a blackout period or within five trading days prior to a blackout period, the 180 Day Lock-up Period will end ten trading days before the start of the blackout period, subject to certain conditions.

However, following the expiration of such lock-ups, the Sponsor, the Sponsor Parties and the Requisite Vieco USA Stockholder will not be restricted from selling shares of Virgin Orbit’s common stock held by them, other than by applicable securities laws. Additionally, the Third-Party PIPE Investors will not be restricted from selling any of their shares of Virgin Orbit’s common stock following the closing of the Business Combination, other than by applicable securities laws. As such, sales of a substantial number of shares of Virgin Orbit common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Virgin Orbit common stock. Upon completion of the Business Combination, the Sponsor, the Sponsor Parties and the Requisite Vieco USA Stockholder (inclusive of the (i) 4,500,000 shares of Virgin Orbit common stock issued to the Vieco USA PIPE Investors, including VIL and Aabar Space Inc., (ii) 1,500,000 shares of Virgin Orbit common stock issued to the Sponsor Related PIPE Investors and (iii) 1,434,730 Sponsor Earnback Shares) will collectively beneficially own approximately 86.8% of the outstanding shares of Virgin Orbit common stock based on VO Holdings’ capitalization as of September 10, 2021, assuming (i) no additional issuance of VO Holdings common stock from the continued funding by Vieco 10 or VO Holdings Options exercises, (ii) that no public shareholders exercise their redemption rights in connection with the Business Combination, (iii) that Vieco USA does not exercise the Cash Election, (iv) no forfeitures of any shares or warrants of Virgin Orbit common stock in connection with the Sponsor Earnback Shares and Sponsor Earnback Warrants and (v) that Virgin Orbit sells and issues 10,000,000 shares of Virgin Orbit common stock to the PIPE Investors pursuant to the PIPE Investment. Assuming approximately 25,021,858 public shares are redeemed in connection with the Business Combination, in the aggregate, the ownership of the Sponsor and the Requisite Vieco USA Stockholder would rise to 93.3% of the outstanding shares of Virgin Orbit common stock (inclusive of the (i) 4,500,000 shares of Virgin Orbit common stock issued to the Vieco USA PIPE Investors, including VIL and Aabar Space Inc., (ii) 1,500,000 shares of Virgin Orbit common stock issued to the Sponsor Related PIPE Investors and (iii) 1,434,730 Sponsor Earnback Shares) based on VO Holdings’ capitalization as of September 10, 2021.

The shares held by Sponsor, the Sponsor Parties and the Requisite Vieco USA Stockholder may be sold after the expiration of their applicable lock-up periods. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in Virgin Orbit’s share price or the market price of Virgin Orbit common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from Virgin Orbit’s business operations.

As a public company, Virgin Orbit will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, Virgin Orbit will incur significant legal, accounting and other expenses that Vieco USA did not previously incur. Virgin Orbit’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in Virgin Orbit incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for Virgin Orbit to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for Virgin Orbit to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because Vieco USA is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Vieco USA as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to Virgin Orbit after the Business Combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of Virgin Orbit common stock. Additionally, once Virgin Orbit is no longer an emerging growth company, it will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

We are currently an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

If we cease to be an emerging growth company, we will no longer be able to take advantage of certain exemptions from reporting, and, absent other exemptions or relief available from the SEC, we will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds

$250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Risks Related to the Consummation of the Domestication

The Domestication may result in adverse tax consequences for holders of NextGen Class A ordinary shares and warrants.

U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Considerations”) may be subject to U.S. federal income tax as a result of the Domestication. Because the Domestication will occur immediately prior to the redemption of NextGen Class A ordinary shares, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication. Additionally, non-U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Considerations”) may become subject to withholding tax on any amounts treated as dividends paid on Virgin Orbit common stock after the Domestication.

A U.S. Holder who on the day of the Domestication beneficially owns (actually and constructively) NextGen Class A ordinary shares with a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of our earnings in income. A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) NextGen Class A ordinary shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all classes of NextGen stock entitled to vote and less than 10% or more of the total value of all classes of NextGen stock, will generally recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its NextGen Class A ordinary shares for Virgin Orbit common stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the NextGen Class A ordinary shares held directly by such U.S. Holder. A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of NextGen stock entitled to vote or 10% or more of the total value of all classes of NextGen stock, will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations) attributable to the NextGen Class A ordinary shares held directly by such U.S. Holder; however, any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption).

Additionally, if NextGen were treated as a PFIC for U.S. federal income tax purposes, certain U.S. Holders may be subject to adverse tax consequences as a result of the Domestication. However, provided the Domestication is completed in 2021, NextGen intends to take the position that it is not classified as a PFIC because it qualifies for an exception to the PFIC rules known as the “start-up exception.” The requirement to qualify for the start-up exception and the potential application of the PFIC rules to the Domestication are discussed more fully under the section entitled “U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

Upon consummation of the Business Combination, the rights of holders of Virgin Orbit common stock arising under the DGCL as well as Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of NextGen Class A ordinary shares arising under the Cayman Islands Companies Act as well as our current memorandum and articles of association.

Upon consummation of the Business Combination, the rights of holders of Virgin Orbit common stock will arise under the Proposed Organizational Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in our current memorandum and articles of association and the Cayman Islands Companies Act and, therefore, some rights of holders of Virgin Orbit common stock could differ from the rights that holders of NextGen Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands Companies Act, such actions are generally available under the DGCL. This change could increase the likelihood that Virgin Orbit becomes involved in costly litigation, which could have a material adverse effect on Virgin Orbit.

In addition, there are differences between the new organizational documents of Virgin Orbit and the current constitutional documents of NextGen. For a more detailed description of the rights of holders of Virgin Orbit common stock and how they may differ from the rights of holders of NextGen Class A ordinary shares, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws of Virgin Orbit are attached as Annex J and Annex K, respectively, to this proxy statement/prospectus and we urge you to read them.

Delaware law and Virgin Orbit’s Proposed Organizational Documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Organizational Documents that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of Virgin Orbit common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Virgin Orbit Board or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Organizational Documents include provisions regarding:

•        providing for a classified board of directors with staggered, three-year terms;

•        the ability of the Virgin Orbit Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        subject to the terms of the Stockholders’ Agreement, the Virgin Orbit Board will have the exclusive right to expand the size of the Virgin Orbit Board and to elect directors to fill a vacancy created by the expansion of Virgin Orbit Board or the resignation, death or removal of a director, which will prevent stockholders from being able to fill vacancies on the Virgin Orbit Board;

•        once Virgin Orbit no longer qualifies as a “controlled company” under the Nasdaq listing standards, its stockholders will not be able to act by written consent, which will force stockholder action to be taken at an annual or special meeting of stockholders;

•        the proposed certificate of incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•        the limitation of the liability of, and the indemnification of, the directors and officers of Virgin Orbit;

•        the ability of the Virgin Orbit Board to amend the bylaws, which may allow the Virgin Orbit Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

•        advance notice procedures with which stockholders must comply to nominate candidates to the Virgin Orbit Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Virgin Orbit Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Virgin Orbit; and

•        expansive negative consent rights for the Requisite Vieco USA Stockholder which provide that as long as the Requisite Vieco USA Stockholder maintains certain ownership thresholds to appoint a director under the Stockholders’ Agreement, the written consent of the Requisite Vieco USA Stockholder is required to enter into certain business combinations or related transactions.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the board of directors or management of Virgin Orbit.

The provisions of the proposed certificate of incorporation requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging certain lawsuits, including derivative lawsuits and lawsuits against our directors and officers, by limiting plaintiffs’ ability to bring a claim in a judicial forum that they find favorable.

Virgin Orbit’s proposed certificate of incorporation provides that, unless Virgin Orbit consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) and any appellate court thereof will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of Virgin Orbit, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of Virgin Orbit to Virgin Orbit or to Virgin Orbit’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Proposed Bylaws or the Proposed Certificate of Incorporation (as either may be amended from time to time), (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (v) any action, suit or proceeding asserting a claim against Virgin Orbit or any current or former director, officer or stockholder governed by the internal affairs doctrine. The Proposed Certificate of Incorporation also provides that, unless Virgin Orbit consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

For the avoidance of doubt, this provision is intended to benefit and may be enforced by Virgin Orbit, its officers and directors, the underwriter for any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.

These provisions may have the effect of discouraging certain lawsuits, including derivative lawsuits and lawsuits against directors and officers of Virgin Orbit, by limiting plaintiffs’ ability to bring a claim in a judicial forum that they find favorable. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or bylaws has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against Virgin Orbit, a court could find the choice of forum provisions contained in the Proposed Certificate of Incorporation to be inapplicable or unenforceable in such action.

While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Virgin Orbit’s proposed certificate of incorporation limits liability of Virgin Orbit’s non-employee directors, the Requisite Vieco USA Stockholder, VIL, Aabar Space Inc. and the Sponsor and their respective affiliates and representatives’ liability to Virgin Orbit for breach of fiduciary duty and could also prevent Virgin Orbit from benefiting from corporate opportunities that might otherwise have been available to it.

Virgin Orbit’s proposed certificate of incorporation provides that, to the fullest extent permitted by law, and other than corporate opportunities that are expressly presented to one of Virgin Orbit’s directors or officers in his or her capacity as such, Virgin Orbit’s non-employee directors, the Requisite Vieco USA Stockholder, VIL, Aabar Space Inc. and the Sponsor and their respective affiliates and representatives:

•        will not have any fiduciary duty to refrain from (i) engaging in and possessing interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business in which Virgin Orbit or any of its subsidiaries now engages or proposes to engage or (ii) competing with Virgin Orbit or any of its affiliates, subsidiaries or representatives, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person (other than Virgin Orbit or any of its subsidiaries);

•        will have no duty to communicate or present such transaction or matter to Virgin Orbit or any of its subsidiaries, as the case may be; and

•        will not be liable to Virgin Orbit or its stockholders or to any subsidiary of Virgin Orbit for beach of any duty (fiduciary, contractual or otherwise) as a stockholder or director of Virgin Orbit by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, herself or himself, directs such opportunity to another Person or does not present such opportunity to Virgin Orbit or any of its subsidiaries, affiliates or representatives.

Risks Related to the Redemption

There is no guarantee that a NextGen stockholder’s decision whether to redeem their shares for a pro rata portion of the trust account will put such stockholder in a better future economic position.

No assurance can be given as to the price at which a stockholder may be able to sell his, her or its public shares in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in our stock price, and may result in a lower value realized now than a NextGen stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s public shares. Similarly, if a NextGen public shareholder does not redeem his, her or its shares, such stockholder will bear the risk of ownership of Virgin Orbit’s common stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell his, her or its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A NextGen stockholder should consult his, her or its own tax and/or financial advisor for assistance on how this may affect its individual situation.

If NextGen stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.

To exercise their redemption rights, holders are required to deliver their stock, either physically or electronically using Depository Trust Company’s DWAC System, to NextGen’s transfer agent prior to the vote at the extraordinary general meeting. If a holder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination with Vieco USA is consummated, NextGen will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own such shares following the Business Combination. See the section entitled “Extraordinary General Meeting of NextGen — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.

A public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Your inability to redeem any such excess public shares could result in you suffering a material loss on your investment in NextGen if you sell such excess public shares in open market transactions. NextGen cannot assure you that the value of such excess public shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per-share redemption price.

However, NextGen’s stockholders’ ability to vote all of their public shares (including such excess shares) for or against the BCA Proposal is not restricted by this limitation on redemption.

Risks if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination and the Domestication, our board of directors will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.

Our board of directors is seeking approval to adjourn the extraordinary general meeting to a later date or dates if, at the extraordinary general meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Condition Precedent Proposals. If the Adjournment Proposal is not approved, our board of directors will not have the ability to adjourn the extraordinary general meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed.

Risks if the Domestication and the Business Combination are not Consummated

If we are not able to complete the Business Combination with Vieco USA by March 25, 2023 nor able to complete another business combination by such date, in each case, as such date may be further extended pursuant to the Cayman Constitutional Documents, we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Our ability to complete the Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disaster or a significant outbreak of infectious diseases. For example, the outbreak of COVID-19 continues in the U.S. and, while the extent of the impact of the outbreak on NextGen will depend on future developments, it could limit our ability to complete the Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) may negatively impact the business of Virgin Orbit following the Business Combination.

If NextGen is not able to complete the Business Combination with Vieco USA by March 25, 2023, nor able to complete another business combination by such date, in each case, as such date may be extended pursuant to NextGen’s Cayman Constitutional Documents, NextGen will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of NextGen’s remaining shareholders and its board, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or public warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of (i) our completion of an initial business combination (including the Closing), and then only in connection with those public shares that such public shareholder properly elected to redeem, subject to certain limitations; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Cayman Constitutional Documents to (a) modify the substance and timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of the public shares if we do not complete a business combination by March 25, 2023 or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of the public shares if we have not completed an initial business combination by March 25, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law. In no other circumstances will a shareholder have any right or interest of

any kind to or in the trust account. Holders of public warrants will not have any right to the proceeds held in the trust account with respect to the public warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or public warrants, potentially at a loss.

If we have not completed our initial business combination, our public shareholders may be forced to wait until after March 25, 2023 before redemption from the trust account.

If we have not completed our initial business combination by March 25, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), we will distribute the aggregate amount then on deposit in the trust account (less up to $100,000 of the net interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of public shareholders from the trust account shall be affected automatically by function of the Cayman Constitutional Documents prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Islands Companies Act. In that case, investors may be forced to wait beyond March 25, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our Cayman Constitutional Documents and only then in cases where investors have properly sought to redeem their public shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend certain provisions of our Cayman Constitutional Documents prior thereto.

If the net proceeds of our initial public offering not being held in the trust account are insufficient to allow us to operate through to March 25, 2023 and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.00 per share, and our warrants will expire worthless.

As of June 30, 2021, NextGen had cash of approximately $435,000 held outside the trust account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses. In addition, as of June 30, 2021, NextGen had total current liabilities of $428,321.

The funds available to us outside of the trust account may not be sufficient to allow us to operate until March 25, 2023, assuming that our initial business combination is not completed during that time. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are required to seek additional capital, we would need to borrow funds from Sponsor, members of our management team or other third parties to operate or may be forced to liquidate. Neither the members of our management team nor any of their affiliates is under any further obligation to advance funds to NextGen in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share on our redemption of the public shares and the public warrants will expire worthless.

EXTRAORDINARY GENERAL MEETING OF NEXTGEN

General

NextGen is furnishing this proxy statement/prospectus to our shareholders as part of the solicitation of proxies by NextGen’s board of directors for use at the extraordinary general meeting of NextGen to be held on            , 2021, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to our shareholders on or about            , 2021 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides our shareholders with information they need to know to be able to vote or instruct their vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting will be held on            , 2021, at            , Eastern Time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, or via live webcast at https://www.cstproxy.com/nextgenacqii/2021, or such other date, time and place to which such meeting may be adjourned or virtually postponed, to consider and vote upon the proposals.

Purpose of the NextGen Extraordinary General Meeting

At the extraordinary general meeting, NextGen is asking holders of ordinary shares to:

•        consider and vote upon a proposal to approve by ordinary resolution and adopt the Merger Agreement attached to this proxy statement/prospectus statement as Annex A, pursuant to which, among other things, following the Domestication of NextGen to the State of Delaware, the Merger of Merger Sub with and into Vieco USA, with Vieco USA surviving the merger as a wholly owned subsidiary of Virgin Orbit in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in this proxy statement/prospectus (the “BCA Proposal”);

•        consider and vote upon a proposal to approve by special resolution, assuming the BCA Proposal is approved and adopted, the change of NextGen’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication Proposal”);

•        consider and vote upon the following five separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution, assuming the BCA Proposal and the Domestication Proposal are approved and adopted, the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

•        to authorize the change in the authorized share capital of NextGen from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “NextGen Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “NextGen Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 5,000,000 preferred shares, par value $0.0001 per share (the “NextGen preferred shares”), to            shares of common stock, par value $0.0001 per share, of Virgin Orbit (the “Virgin Orbit common stock”) and            shares of preferred stock, par value $0.0001 per share, of Virgin Orbit (the “Virgin Orbit preferred stock”) (“Organizational Documents Proposal A”);

•        to authorize the Virgin Orbit Board to issue any or all shares of Virgin Orbit preferred stock in one or more series, with such terms and conditions as may be expressly determined by the Virgin Orbit Board and as may be permitted by the DGCL, subject to the Stockholders’ Agreement (“Organizational Documents Proposal B”);

•        to provide that the Virgin Orbit Board be divided into three classes, with each class made up of, as nearly as may be possible, of one-third of the total number of directors constituting the entire Virgin Orbit Board, with only one class of directors being elected in each year and each class serving a three-year term (“Organizational Documents Proposal C”);

•        to provide that certain provisions of the Proposed Organizational Documents will be subject to the Stockholders Agreement, including provisions governing amendments to the Proposed Organizational Documents, actions by written consent of stockholders and the issuance of preferred stock, with respect to which the Requisite Vieco USA Stockholder will have certain rights pursuant to the Stockholders’ Agreement; and

•        to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex J and Annex K, respectively), including (1) changing the corporate name from “NextGen Acquisition Corp. II” to “Virgin Orbit Holdings, Inc.”, (2) making Virgin Orbit’s corporate existence perpetual, (3) adopting the Court of Chancery of the State of Delaware as the exclusive forum for certain stockholder litigation (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) and any appellate court therefrom, (4) electing not to be governed by Section 203 of the DGCL and, instead, be governed by a provision substantially similar to Section 203 of the DGCL, except that the modified restrictions provide that the Vieco USA shareholders that receive Virgin Orbit common stock at the Effective Time and their permitted transferees will not be deemed to be “interested stockholders,” regardless of the percentage of their voting stock and are therefore not subject to such restrictions, (5) granting an explicit waiver regarding corporate opportunities to certain “exempted persons” (including Virgin Orbit’s non-employee directors, the Requisite Vieco USA Stockholder, VIL, Aabar Space Inc. and the Sponsor and their respective affiliates and representatives) and (6) removing certain provisions related to NextGen’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which NextGen’s board of directors believes is necessary to adequately address the needs of Virgin Orbit after the Business Combination (“Organizational Documents Proposal E”);

•        consider and vote upon a proposal to approve by ordinary resolution, to elect seven directors who, upon consummation of the Business Combination, will be the directors of Virgin Orbit (the “Director Election Proposal”);

•        consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of The Nasdaq Stock Market Listing Rule 5635, the issuance of shares of Virgin Orbit common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors and the Vieco USA PIPE Investors, pursuant to the PIPE Investment and (b) the Vieco USA Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”);

•        consider and vote upon a proposal to approve by ordinary resolution, the Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan (the “Incentive Award Plan Proposal”);

•        consider and vote upon a proposal to approve by ordinary resolution, the Virgin Orbit Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP Proposal” and, collectively with the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Award Plan Proposal, the “Condition Precedent Proposals”); and

•        consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of NextGen Board of Directors

NextGen’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of NextGen’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate

Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of NextGen’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of NextGen and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, NextGen’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

NextGen shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on            , 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. NextGen warrants do not have voting rights. As of the close of business on the record date, there were 47,824,321 ordinary shares issued and outstanding, of which 38,259,457 were issued and outstanding public shares.

The Sponsor and the Sponsor Parties have agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and the Sponsor Parties have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

Quorum

A quorum of NextGen shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting, 23,912,161 ordinary shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to NextGen but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

Vote Required for Approval

The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Domestication Proposal is conditioned on the approval of the BCA Proposal. Therefore, if the BCA Proposal is not approved, the Domestication Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Each of the Organizational Documents Proposals is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on the approval of the BCA Proposal. Therefore, if the BCA Proposal and the Domestication Proposal are not approved, Organizational Documents Proposal A will have no effect, even if approved by holders of ordinary shares.

The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Director Election Proposal is conditioned on the approval of the Organizational Documents Proposals, and, therefore, also conditioned on the approval of the BCA Proposal and the Domestication Proposal. Therefore, if the BCA Proposal, the Domestication Proposal and the Organizational Documents Proposals are not approved, the Director Election Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Stock Issuance Proposal is conditioned on the approval of the Director Election Proposal, and, therefore, also conditioned on the approval of the BCA Proposal, the Domestication Proposal and the Organizational Documents Proposals. Therefore, if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals and the Director Election Proposal are not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Incentive Award Plan Proposal is conditioned on the approval of the Stock Issuance Proposal, and, therefore, also conditioned on the approval of the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals and the Director Election Proposal. Therefore, if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are not approved, the Incentive Award Plan Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The ESPP Proposal is conditioned on the approval of the Stock Issuance Proposal, and, therefore, also conditioned on the approval of the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Incentive Award Plan Proposal and the Director Election Proposal. Therefore, if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are not approved, the ESPP Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Adjournment Proposal is not conditioned upon any other proposal.

Voting Your Shares

Each NextGen ordinary share that you own in your name entitles you to one vote. Your proxy card shows the number of ordinary shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your ordinary shares at the extraordinary general meeting:

•        You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by NextGen’s board “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

•        You can attend the extraordinary general meeting and vote in person or online. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way NextGen can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a NextGen shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify NextGen’s Secretary in writing before the extraordinary general meeting that you have revoked your proxy; or

•        you may attend the extraordinary general meeting, revoke your proxy, and vote in person or online, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Morrow Sodali, LLC, NextGen’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing NGCA.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a public shareholder may request of NextGen that Virgin Orbit redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

•        (a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

•        submit a written request to Continental, NextGen’s transfer agent, that Virgin Orbit redeem all or a portion of your public shares for cash; and

•        deliver your public shares to Continental, NextGen’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to            , Eastern Time, on            , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Therefore, the election to exercise redemption rights occurs prior to the Domestication and the redemption is with respect to the Virgin Orbit public shares that an electing public shareholder holds after the Domestication. For the purposes of Article 49.3 of NextGen’s memorandum and articles of association and the Cayman Islands Companies Act, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” shall be interpreted accordingly.

Immediately following the Domestication and the consummation of the Business Combination, Virgin Orbit shall satisfy the exercise of redemption rights by redeeming the corresponding public shares issued to the public shareholders that validly exercised their redemption rights.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, NextGen’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them, regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, NextGen’s transfer agent, Virgin Orbit will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Virgin Orbit common stock that will be redeemed immediately after consummation of the Business Combination.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Virgin Orbit public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the BCA Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, NextGen’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that NextGen’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, NextGen’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, NextGen’s transfer agent, prior to the vote taken on the BCA Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, NextGen’s agent, at least two business days prior to the vote at the extraordinary general meeting.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and the Sponsor Parties have agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and the Sponsor Parties have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

Holders of the warrants will not have redemption rights with respect to the warrants.

The closing price of public shares on September 13, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, was $9.90. As of June 30, 2021, funds in the trust account totaled $382,609,385 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $10.00 per issued and outstanding public share.

Prior to exercising redemption rights, public shareholders should verify the market price of the public shares as they may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. NextGen cannot assure its shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Appraisal Rights

Neither NextGen’s shareholders nor NextGen’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation Costs

NextGen is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. NextGen and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. NextGen will bear the cost of the solicitation.

NextGen has hired Morrow Sodali LLC to assist in the proxy solicitation process. NextGen will pay that firm a fee of $37,500 plus disbursements. Such fee will be paid with non-trust account funds.

NextGen will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. NextGen will reimburse them for their reasonable expenses.

NextGen Initial Shareholders

As of the date of this proxy statement/prospectus, there are 47,824,321 ordinary shares issued and outstanding, which includes the 9,564,864 founder shares held by the Sponsor and related parties and the 38,259,457 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 14,419,818 warrants, which includes the 6,767,927 private placement warrants held by the Sponsor and the 7,651,891 public warrants.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Vieco USA or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of NextGen’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Vieco USA or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the

Incentive Award Plan Proposal, the ESPP Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and each of the Organizational Documents Proposals, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) NextGen’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Investment Amount actually received by NextGen prior to or substantially concurrently with the Closing) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

BCA PROPOSAL

NextGen is asking its shareholders to approve by ordinary resolution and adopt the Merger Agreement. NextGen shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. Please see the subsection entitled “The Merger Agreement” below for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

Because NextGen is holding a shareholder vote on the Merger, NextGen may consummate the Merger only if it is approved by the affirmative vote of the holders of a majority of ordinary shares that are voted at the extraordinary general meeting.

The Merger Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Merger.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the underlying disclosure letters (the “disclosure letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about NextGen, Vieco USA or any other matter.

Structure of the Merger

On August 22, 2021, NextGen entered into the Merger Agreement with Merger Sub and Vieco USA, pursuant to which, among other things, following the Domestication, (i) Merger Sub will merge with and into Vieco USA, the separate corporate existence of Merger Sub will cease and Vieco USA will be the surviving corporation and a wholly owned subsidiary of NextGen and (ii) NextGen will change its name to “Virgin Orbit Holdings, Inc.”

Prior to and as a condition to the Merger, pursuant to the Domestication, NextGen will change its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which NextGen’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. For more information, see the section entitled “Domestication Proposal.”

Prior to the Effective Time and as a condition to the Merger, VO Holdings, Inc. (“VO Holdings”), will merge with and into Vieco USA, with Vieco USA surviving the merger (the “Vieco USA Pre-Closing Restructuring”). Pursuant to the Vieco USA Pre-Closing Restructuring, (i) all shares of common stock of Vieco USA held by the Requisite Vieco USA Stockholder immediately prior to such merger will be cancelled in exchange for a number of shares of Vieco USA common stock equal to the number of shares of VO Holdings common stock held by Vieco USA immediately prior to such merger, (ii) the VO Holdings common stock held by all other stockholders of VO Holdings (the “Other VO Holdings Stockholders”) immediately prior to such merger will be cancelled and converted into a number of shares of Vieco USA common stock equal to the number of shares of VO Holdings common stock held by the Other VO Holdings Stockholders immediately prior to such merger, (iii) the VO Holdings, Inc. 2017 Stock Incentive Plan will be assumed by Vieco USA and the VO Holdings Options issued pursuant thereto will be cancelled and converted into an equal number of Vieco USA Options (with the same per share exercise prices) and (iv) all outstanding stock

appreciation rights related to VO Holdings will be cancelled and converted into a number of shares of Vieco USA common stock based on the appreciation value of such stock appreciation rights at the time of such merger, assuming the same per share price of Vieco USA common stock as that of VO Holdings common stock.

Consideration

Aggregate Merger Consideration

In the event that the sum of (x) (A) the amount of cash available in the trust account following the extraordinary general meeting, after deducting the amount required to satisfy the aggregate amount payable with respect to all redemptions by public shareholders, plus (B) the PIPE Investment Amount, minus (y) $500,000,000 exceeds zero dollars (such excess amount, the “Available Cash Consideration Amount”), Vieco USA may, prior to the Election Deadline, elect that holders of Vieco USA common stock receive in exchange for shares of Vieco USA common stock a portion of the consideration payable in cash, in lieu of shares of Virgin Orbit common stock, up to the amount of the Available Cash Consideration Amount (the “Cash Election”, and such amount of cash consideration, the “Cash Consideration”).

At the Effective Time (after giving effect to the Vieco USA Pre-Closing Restructuring), among other things, each outstanding share of Vieco USA common stock as of immediately prior to the Effective Time (other than in respect of excluded shares as described more fully in the Merger Agreement) will be cancelled and converted into the right to receive, (a) in the event that the Cash Election is not exercised by Vieco USA prior to the Election Deadline, a number of shares of Virgin Orbit common stock (at a deemed value of $10.00 per share) equal to the Exchange Ratio or (b) in the event that the Cash Election is exercised by Vieco USA prior to the Election Deadline, (i) an amount in cash equal to the quotient obtained by dividing (A) the Cash Consideration by (B) the number of Aggregate Fully Diluted Vieco USA Common Shares, and (ii) a number of shares of Virgin Orbit common stock equal to the quotient obtained by dividing (A) the number of Virgin Orbit common stock constituting the Stock Consideration by (B) the Aggregate Fully Diluted Vieco USA Common Shares, which will, in the case of the consideration described in either clause (a) or (b) hereof, as applicable, represent a pre-transaction equity value of Vieco USA of $3,100,000,000 (the “Aggregate Merger Consideration”). The foregoing determinations do not take into account any additional equity incentive compensation awards that may subsequently be granted or any Vieco USA Option with an exercise price per share that is equal to or greater than the Per Share Merger Consideration and also assume that all other outstanding Vieco USA Options are exercised immediately before the Effective Time for the net number of shares subject to the option after deduction of the applicable exercise price.

Treatment of Vieco USA Equity Awards

As a result of and upon the Closing, among other things, all Vieco USA Options, whether vested or unvested, will be converted into Virgin Orbit Options, exclusive of any Vieco USA Options that have an exercise price per share that is equal to or greater than the Per Share Merger Consideration, which will be cancelled without consideration. Subject to the terms of the Merger Agreement, each Virgin Orbit Option will relate to the number of whole shares of Virgin Orbit common stock (rounded down to the nearest whole share) equal to (i) the number of shares of Vieco USA common stock subject to the applicable Vieco USA Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. The exercise price for each Virgin Orbit Option will equal (i) the exercise price of the applicable Vieco USA Option divided by (ii) the Exchange Ratio, rounded up to the nearest full cent. The terms of each Virgin Orbit Option will otherwise be substantially the same as the Vieco USA Option for which it is substituted.

Closing

In accordance with the terms and subject to the conditions of the Merger Agreement, the Closing of the Merger will take place by electronic delivery of documents and release of signatures at a time to be agreed by Vieco USA and NextGen on the date that is the third business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is mutually agreed to in writing by the parties.

Representations and Warranties

The Merger Agreement contains representations and warranties of NextGen, Merger Sub and Vieco USA, certain of which are qualified by materiality and material adverse effect (as defined below) and may be further modified and limited by the disclosure letters. See “— Material Adverse Effect” below. The representations and warranties of NextGen are also qualified by information included in NextGen’s public filings, filed or submitted to the SEC on or prior to the date of the Merger Agreement (subject to certain exceptions contemplated by the Merger Agreement).

Representations and Warranties of Vieco USA

Vieco USA has made representations and warranties relating to, among other things, company organization, subsidiaries, due authorization, no conflict, governmental authorities and consents, capitalization of Vieco USA and its subsidiaries, financial statements, no undisclosed liabilities, litigation and proceedings, legal compliance, contracts and no defaults, Vieco USA benefit plans, labor relations and employees, taxes, brokers’ fees, insurance, permits, equipment and other tangible property, real property, intellectual property, privacy and cybersecurity, environmental matters, absence of changes, anti-corruption compliance, sanctions and international trade compliance and security clearances, information supplied, customers and suppliers, sufficiency of assets, aviation regulation compliance, government contracts, communications regulation compliance, and no additional representations and warranties.

The representations and warranties of Vieco USA identified as fundamental under the terms of the Merger Agreement are those made pursuant to: (i) the first and second sentences of Section 4.1 of the Merger Agreement (Company Organization), the first and second sentences of Section 4.2 of the Merger Agreement (Subsidiaries), the entirety of Section 4.3 of the Merger Agreement (Due Authorization), the entirety of Section 4.6 of the Merger Agreement (Capitalization of Vieco USA), the first sentence of Section 4.7(a) and the entirety of Sections 4.7(b) – (c) (Capitalization of Subsidiaries) and the entirety of Section 4.16 of the Merger Agreement (Brokers’ Fees) (collectively, the “Vieco USA Fundamental Representations”).

Representations and Warranties of NextGen and Merger Sub

NextGen and Merger Sub have made representations and warranties relating to, among other things, company organization, due authorization, no conflict, litigation and proceedings, SEC filings, internal controls, listing and financial statements, governmental authorities and consents, the trust account, Investment Company Act and JOBS Act, absence of changes, no undisclosed liabilities, capitalization of NextGen, brokers’ fees, indebtedness, taxes, business activities, Nasdaq stock market quotation, registration statement, proxy statement and proxy statement/registration statement, PIPE Investment, takeover statutes and charter provisions, CFIUS, no outside reliance, employees and benefit plans, and no additional representations or warranties.

The representations and warranties of NextGen and Merger Sub identified as fundamental under the terms of the Merger Agreement are those made pursuant to: the first and second sentences of Section 5.1 of the Merger Agreement (Company Organization), the entirety of Section 5.2 of the Merger Agreement (Due Authorization), the entirety of Section 5.12 of the Merger Agreement (Capitalization of NextGen) and the entirety of Section 5.13 of the Merger Agreement (Brokers’ Fees) (collectively, the “NextGen Fundamental Representations”).

Survival of Representations and Warranties

The representations and warranties of the respective parties to the Merger Agreement generally will not survive the Closing.

Material Adverse Effect

Under the Merger Agreement, certain representations and warranties of Vieco USA are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Under the Merger Agreement, certain representations and warranties of NextGen are qualified in whole or in part by a material adverse effect on the ability of NextGen to enter into and perform its obligations under the Merger Agreement standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Merger Agreement, a material adverse effect with respect to Vieco USA (“Vieco USA Material Adverse Effect”) means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that (a) has had, or would reasonably be expected to have, individually or in the aggregate with all other Events, a material adverse effect on the business, assets, liabilities, results of operations or financial condition of Vieco USA and its Subsidiaries, taken as a whole or (b) does or would reasonably be expected to, individually or in the aggregate, prevent the ability of Vieco USA to consummate the transactions contemplated therein.

However, in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a Vieco USA Material Adverse Effect under clause (a) in the immediately preceding paragraph:

(i)     any change in applicable laws or GAAP or any interpretation thereof following the date of the Merger Agreement;

(ii)    any change in interest rates or economic, political, business or financial market conditions generally;

(iii)   the taking of any action required by the Merger Agreement;

(iv)   any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic (including COVID-19, or any COVID-19 Measures (as defined herein) or any change in such COVID-19 Measures following the date of the Merger Agreement) or change in climate;

(v)    any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions;

(vi)   any failure of Vieco USA to meet any projections or forecasts (provided that clause (vi) shall not prevent a determination that any Event not otherwise excluded from the definition of Vieco USA Material Adverse Effect underlying such failure to meet projections or forecasts has resulted, or would reasonably be expected to result, in a Vieco USA Material Adverse Effect);

(vii)  any Events generally applicable to the industries or markets in which Vieco USA and its Subsidiaries operate (including increases in the cost of products, supplies, materials or other goods purchased from third party suppliers);

(viii) the announcement of the Merger Agreement and consummation of the transactions contemplated thereby, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of Vieco USA and its Subsidiaries (it being understood that this clause (viii) shall be disregarded for purposes of the representation and warranty set forth in Section 4.4 of the Merger Agreement and the condition to Closing with respect thereto);

(ix)   any matter set forth on Vieco USA’s disclosure letter (the “Vieco USA Disclosure Letter”);

(x)    any Events to the extent actually known by those individuals set forth on Section 1.1(a) of NextGen’s disclosure letter (the “NextGen Disclosure Letter”) on or prior to the date hereof;

(xi)   any launch failure, crash, fatality, launch or flight delay, launch or flight cancellation, or any other operational or other delays of the business of Vieco USA and any other launch provider; or

(xii)  any action taken by, or at the request of, NextGen or Merger Sub.

Any Event referred to in clauses (i), (ii), (iv), (v) or (vii) above may be taken into account in determining if a Vieco USA Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of Vieco USA and its subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which Vieco USA and its subsidiaries conduct their respective operations (which shall include the aerospace industry generally), but only to the extent of the incremental disproportionate effect on Vieco USA and its subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which Vieco USA and its subsidiaries conduct their respective operations.

Covenants and Agreements

Vieco USA has made covenants relating to, among other things, conduct of business, inspection, preparation and delivery of certain additional financial statements, affiliate agreements, the Vieco USA Pre-Closing Restructuring, acquisition proposals, and the divestment of shares held in SAS (as defined under the heading “— Covenants and Agreements — Covenants of Vieco USA”).

NextGen has made covenants relating to, among other things, employee matters, trust account proceeds and related available equity, Nasdaq listing, no solicitation by NextGen, NextGen’s conduct of business, post-closing directors and officers, domestication, indemnification and insurance, NextGen public filings, PIPE subscriptions and stockholder litigation.

Conduct of Business by Vieco USA

Vieco USA has agreed that from the date of the Merger Agreement through the earlier of the Closing or the termination of the Merger Agreement (the “Interim Period”), it will, and will cause its subsidiaries to, except as otherwise explicitly contemplated by the Merger Agreement (including the Vieco USA Pre-Closing Restructuring) or the Ancillary Agreements (as defined under the heading “— Closing Conditions — Conditions to the Obligations of Each Party”), or as consented to by NextGen in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) or as required by applicable law, use commercially reasonable efforts to operate the business of Vieco USA in the ordinary course consistent with past practice, other than due to any actions taken in compliance with any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar law, directive or guidelines promulgated by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and Families First Act (“COVID-19 Measures”).

During the Interim Period, Vieco USA has also agreed not to, and to cause its subsidiaries not to, except as otherwise contemplated by the Merger Agreement (including the Vieco USA Pre-Closing Restructuring) or the Ancillary Agreements or the Vieco USA Disclosure Letter or as consented to by NextGen in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) or as required by applicable law or any COVID-19 Measures:

•        change or amend the governing documents of Vieco USA or any of Vieco USA’s subsidiaries, except as otherwise required by law, or form or cause to be formed any new subsidiary of Vieco USA;

•        make or declare any dividend or distribution to the shareholders of Vieco USA or make any other distributions in respect of any of Vieco USA’s or any of its subsidiaries’ capital stock or equity interests, except dividends and distributions by a wholly-owned subsidiary of Vieco USA to Vieco USA or another wholly-owned subsidiary of Vieco USA;

•        split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of Vieco USA’s or any of its subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly-owned subsidiary of Vieco USA that remains a wholly-owned subsidiary of Vieco USA after consummation of such transaction;

•        purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests or other equity interests of Vieco USA or its subsidiaries, except for (i) the acquisition by Vieco USA or any of its subsidiaries of any shares of capital stock, membership interests or other equity interests of Vieco USA or its subsidiaries in connection with the forfeiture or cancellation of such interests and (ii) transactions between Vieco USA and any wholly-owned subsidiary of Vieco USA or between wholly-owned subsidiaries of Vieco USA;

•        enter into, modify in any material respect or terminate (other than expiration in accordance with its terms) any material contract, real property lease or government contract, other than entry into such agreements in the ordinary course of business consistent with past practice or as required by law;

•        sell, assign, transfer, convey, lease or otherwise dispose of any material tangible assets or properties of Vieco USA or its subsidiaries, except for (i) dispositions of obsolete or worthless equipment in the ordinary course of business and (ii) transactions among Vieco USA and its wholly-owned subsidiaries or among its wholly-owned subsidiaries;

•        acquire any ownership interest in any real property;

•        except as otherwise required by law, or the terms of any benefit plan as in effect on the date of the Merger Agreement, (i) grant any severance, retention, change in control or termination or similar pay, except (A) with respect to retention, in the ordinary course of business consistent with past practice, in connection with promotion or hiring and (B) with respect to severance, termination, or similar pay, to any employee whose employment terminates after the date of the Merger Agreement, in the ordinary course of business consistent with past practice, (ii) terminate, adopt, enter into or materially amend any benefit plan, (iii) materially increase the cash compensation, bonus opportunity or employee benefits of any employee, officer, director or other individual service provider, except in the ordinary course of business consistent with past practice, (iv) establish any trust or take any other action to secure the payment of any compensation payable by Vieco USA or any of Vieco USA’s subsidiaries or (v) except in the ordinary course of business consistent with past practice, take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by Vieco USA or any of Vieco USA’s subsidiaries;

•        (i) terminate the employment of any employee of Vieco USA or any of its subsidiaries whose individual base compensation exceeds $250,000, other than for cause, death or disability, or (ii) hire any individual to become an employee of Vieco USA or any of its subsidiaries, other than in the ordinary course of business consistent with past practice or to replace an employee whose employment terminates after the date hereof, and in each case with compensation and benefits that are no more favorable in the aggregate than those provided to similarly situated employees of Vieco USA or any of its subsidiaries;

•        acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof;

•        make any material loans or material advances to any person, except for (i) advances to employees, officers or independent contractors of Vieco USA or any of Vieco USA’s subsidiaries for indemnification, attorneys’ fees, travel and other expenses incurred in the ordinary course of business consistent with past practice, (ii) loans or advances among Vieco USA and its wholly owned subsidiaries or among the wholly owned subsidiaries and (iii) extended payment terms for customers in the ordinary course of business;

•        (i) make or change any material election in respect of material taxes, (ii) materially amend, modify or otherwise change any filed material tax return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, (iv) enter into any “closing agreements” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law) with any governmental authority in respect of material taxes, (v) settle any claim or assessment in respect of material taxes, (vi) affirmatively surrender or allow to expire any right to claim a refund of material taxes or (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes (other than pursuant to extensions of time to file tax returns obtained in the ordinary course of business);

•        incur or assume any indebtedness or guarantee any indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Vieco USA or any subsidiary of Vieco USA or guaranty any debt securities of another person, other than any indebtedness or guarantee (x) incurred in the ordinary course of business and in an aggregate amount not to exceed $1,000,000, or (y) incurred between Vieco USA and any of its wholly-owned subsidiaries or between any of such wholly-owned subsidiaries;

•        issue any additional securities, including shares of Vieco USA common stock or securities exercisable for or convertible into Vieco USA common stock, other than (i) grants of any additional equity or equity-based compensation or issuances of equity securities upon the exercise of equity-based awards and (ii) issuances of equity securities in VO Holdings to Vieco USA in connection with Vieco USA’s monthly funding obligations to VO Holdings;

•        adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Vieco USA or its subsidiaries (other than the Merger);

•        waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, action, litigation or other legal proceedings, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $1,000,000 in the aggregate;

•        grant to, or agree to grant to, any person rights to any intellectual property that is material to Vieco USA and its subsidiaries, or dispose of, abandon or permit to lapse any rights to any intellectual property that is material to Vieco USA and its subsidiaries except for (i) the expiration of patents and copyrights that are Vieco USA’s registered intellectual property in accordance with the applicable statutory term or (ii) the commercially reasonable exercise of Vieco USA or any of its subsidiaries’ business judgment as to the costs and benefits of maintaining such item;

•        disclose or agree to disclose to any person (other than NextGen or any of its representatives) any trade secret or any other material confidential or proprietary information, know-how or process of Vieco USA or any of its subsidiaries, in each case, other than in the ordinary course of business consistent with past practice and pursuant to obligations to maintain the confidentiality thereof;

•        make or commit to make capital expenditures other than in an amount not in excess of the amount disclosed in the Vieco USA Disclosure Letter, in the aggregate;

•        manage Vieco USA’s and its subsidiaries’ working capital in a manner other than in the ordinary course of business consistent with past practice;

•        permit any of its material intellectual property to become subject to a lien (other than a permitted lien) or sell, lease, license or otherwise dispose of any of its material intellectual property rights but excluding licenses to intellectual property granted by Vieco USA or any of Vieco USA’s subsidiaries in the ordinary course of business consistent with past practice;

•        enter into or extend any collective bargaining agreement, works council agreement or similar labor agreement, other than as required by applicable law, or recognize or certify any labor union, labor organization, works council, or group of employees of Vieco USA or its subsidiaries as the bargaining representative for any employees of Vieco USA or its subsidiaries;

•        waive the restrictive covenant obligations of any current or former employee of Vieco USA or any of Vieco USA’s subsidiaries;

•        (i) limit the right of Vieco USA or any of Vieco USA’s subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or (ii) grant any exclusive or similar rights to any person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of Vieco USA and its subsidiaries, taken as a whole;

•        terminate without replacement or amend in a manner materially detrimental to Vieco USA or any of Vieco USA’s subsidiaries, permit to lapse or fail to use commercially reasonable efforts to maintain and, to the extent necessary to continue to operate the business in the ordinary course of business consistent with past practice, reinstate or replace any material governmental authorization or material permit required for the conduct of the business of Vieco USA or any of Vieco USA’s subsidiaries;

•        terminate (without replacement with similar or better coverage terms and limits) or amend in a manner materially detrimental to Vieco USA or any of Vieco USA’s subsidiaries any material insurance policy insuring the business of Vieco USA or any of Vieco USA’s subsidiaries; or

•        enter into any agreement to do any action prohibited under the Merger Agreement.

Conduct of Business of NextGen

NextGen has agreed that during the Interim Period, it will, and will cause Merger Sub to, except as otherwise explicitly contemplated by the Merger Agreement (including as contemplated by the PIPE Investment or in connection with the Domestication) or as consented to by Vieco USA in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course and consistent with past practice.

During the Interim Period, NextGen has also agreed not to, and to cause Merger Sub not to, except as otherwise contemplated by the Merger Agreement (including as contemplated by the PIPE Investment or in connection with the Domestication) or the Ancillary Agreements, or as consented to by Vieco USA in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) or as required by applicable law:

•        seek any approval from NextGen’s shareholders to change, modify or amend the Trust Agreement or the governing documents of NextGen or Merger Sub, except as contemplated by the Condition Precedent Proposals or the Adjournment Proposal (collectively, the “Transaction Proposals”);

•        except as contemplated by the Transaction Proposals, (i) make or declare any dividend or distribution to the shareholders of NextGen or make any other distributions in respect of any of NextGen’s or Merger Sub’s capital stock, share capital or equity interests, (ii) split, combine, reclassify or otherwise amend any terms of any shares or series of NextGen’s or Merger Sub’s capital stock or equity interests, or (iii) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests of NextGen or Merger Sub, other than a redemption of shares of NextGen Class A ordinary shares effected in connection with the Merger;

•        (i) make or change any material election in respect of material taxes, (ii) materially amend, modify or otherwise change any filed material tax return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material taxes, (iv) enter into any “closing agreements” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law) with any governmental authority in respect of material taxes, (v) settle any claim or assessment in respect of material taxes, (vi) affirmatively surrender or allow to expire any right to claim a refund of material taxes or (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material taxes (other than pursuant to extensions of time to file tax returns obtained in the ordinary course of business);

•        other than as expressly required by the Sponsor Support Agreement, enter into, renew or amend in any material respect, any transaction or contract with an affiliate of NextGen or Merger Sub (including, for the avoidance of doubt, (i) the Sponsor and (ii) any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

•        issue or sell any debt securities or warrants or other rights to acquire any debt securities of Vieco USA or any of its subsidiaries, or guaranty any debt securities of another person, other than any indebtedness for borrowed money or guarantee (i) incurred in the ordinary course of business consistent with past practice and in an aggregate amount not to exceed $100,000, or (ii) incurred between NextGen and Merger Sub;

•        incur, assume or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness, or guarantee any indebtedness of another person, or otherwise knowingly and purposefully incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or obligations, other than fees and expenses for professional services incurred in support of the transactions contemplated by the Merger Agreement and the Ancillary Agreements or in support of the ordinary course operations of NextGen (which the parties agree shall include any indebtedness in respect of any working capital loan incurred in the ordinary course of business in an aggregate amount not to exceed $1,500,000);

•        (i) issue any securities of NextGen or securities exercisable for or convertible into securities of NextGen, other than the issuance of the stock consideration in connection with the Merger, (ii) grant any options, warrants or other equity-based awards with respect to securities of NextGen not outstanding on the date of

the Merger Agreement, or (iii) amend, modify or waive any of the material terms or rights set forth in any NextGen warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein;

•        grant or establish any form of compensation or benefits to any current or former employee, officer, director, individual independent contractor or other individual service provider of NextGen; or

•        enter into any agreement to do any action prohibited under the Merger Agreement.

During the Interim Period, NextGen will, and will cause its subsidiaries (including Merger Sub) to comply with, and continue performing under, as applicable, the Merger Agreement, the Cayman Constitutional Documents, the Trust Agreement and all other agreements or contracts to which NextGen or its subsidiaries may be a party.

Covenants of NextGen

Pursuant to the Merger Agreement, NextGen has agreed, among other things, to:

•        prior to the Closing Date, approve, adopt and submit for stockholder approval (i) the 2021 Plan in substantially the form attached as Exhibit E to the Merger Agreement and (ii) the ESPP in substantially the form attached as Exhibit F to the Merger Agreement, in each case with such changes as may be agreed in writing by NextGen and Vieco USA;

•        as soon as practicable following the date that is 60 days after the Closing and subject to applicable securities laws, file an effective registration statement on Form S-8 (or other applicable form) with respect to Virgin Orbit’s common stock issuable under the 2021 Plan and the ESPP and use commercially reasonable efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the 2021 Plan and the ESPP remain outstanding;

•        take certain actions so that the Trust Amount will be released from the trust account and so that the trust account will terminate thereafter, in each case, pursuant to the terms and subject to the terms and conditions of the Trust Agreement;

•        until the Effective Time, ensure NextGen remains listed as a public company on Nasdaq, and prepare and submit to Nasdaq a listing application, if required under Nasdaq rules, covering the shares of Virgin Orbit’s common stock and warrants issuable in the Merger and the Domestication and use commercially reasonable efforts to obtain approval for the listing of such shares of and warrants for Virgin Orbit’s common stock;

•        during the Interim Period, not, and cause its subsidiaries not, and instruct its and their representatives not, make any proposal or offer regarding, initiate any discussions or negotiations in respect of, or enter into any agreement for certain alternative transactions and terminate any such negotiations that were ongoing as of the date of the Merger Agreement;

•        subject to the terms of the Stockholders’ Agreement and NextGen’s governing documents, take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time:

•        the Virgin Orbit Board shall consist of up to seven directors, which shall initially be comprised of (i)            as a designee of NextGen, in its sole discretion, who shall serve as a Class III director, (ii)            , as designee of NextGen, who is reasonably acceptable to Vieco USA, (iii) Dan Hart, who shall be the Chief Executive Officer of Virgin Orbit as of the Closing and (iv) up to four directors designated by Vieco USA in good faith consultation with NextGen, who will initially be            ,            ,            and            ;

•        unless, at Vieco USA’s election, Virgin Orbit qualifies, at the Effective Time, as a “controlled” company under the rules of Nasdaq, the Virgin Orbit Board shall have a majority of “independent” directors for the purposes of Nasdaq and each of whom shall serve in such capacity in accordance with the terms of the Stockholders’ Agreement and the governing documents of Virgin Orbit following the Effective Time;

•        the initial officers of NextGen will be as set forth in the Vieco USA Disclosure Letter (as may be updated by Vieco USA prior to Closing following written notice to NextGen), who will serve in such capacity in accordance with the terms of the governing documents of Virgin Orbit following the Effective Time;

•        subject to approval of NextGen’s shareholders, cause the Domestication to become effective prior to the Effective Time (see the section entitled “Domestication Proposal”);

•        from and after the Effective Time, as more fully set forth in the Merger Agreement, NextGen and Virgin Orbit will indemnify and hold harmless each present and former director and officer of Vieco USA and NextGen and each of their respective subsidiaries against any costs, expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any legal proceeding arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, to the fullest extent that would have been permitted under applicable law and the applicable governing documents to indemnify such person;

•        NextGen shall or shall cause Vieco USA following the Merger to (i) maintain, and cause its subsidiaries to maintain for a period of not less than six years from the Effective Time provisions in its governing documents and those of its subsidiaries concerning the indemnification and exoneration (including provisions relating to expense advancement) of its and its subsidiaries’ former and current officers, directors and employees, no less favorable to those persons than the provisions of the governing documents of Vieco USA, NextGen or their respective subsidiaries, as applicable, in each case, as of the date of the Merger Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those persons thereunder, in each;

•        For a period of six years from the Effective Time, NextGen shall or shall cause Vieco USA following the Merger to maintain in effect directors’ and officers’ liability, employment practices liability and fiduciary liability insurance covering those persons who are currently covered by NextGen’s, Vieco USA’s or their respective subsidiaries’ directors’ and officers’ liability, employment practices liability and fiduciary liability insurance policies on terms not less favorable than the terms of such current insurance coverage, except that in no event will NextGen be required to pay an annual premium for such insurance in excess of 400% of the aggregate annual premium payable by NextGen or Vieco USA, as applicable, for such insurance policy(ies) in effect on the date of the Merger Agreement;

•        on the Closing Date, enter into customary indemnification agreements reasonably satisfactory to each of Vieco USA and NextGen with the post-Closing directors and officers of Virgin Orbit, which indemnification agreements will continue to be effective following the Closing;

•        except as otherwise contemplated in the NextGen Disclosure Letter, from the date of the Merger Agreement through the Effective Time, keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable law;

•        except as otherwise approved in writing by Vieco USA (which approval shall not be unreasonably withheld, conditioned or delayed), NextGen will not (i) permit any amendment or modification to any economic term or other material covenant, agreement or condition to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any such provision or to any remedy under, or any replacements of, or any assignment or transfer of, any of the Initial Subscription Agreements or (ii) enter into any Subsequent Subscription Agreements;

•        use its commercially reasonable efforts to take, or to cause to be taken, all actions required, necessary or that it deems to be proper or advisable to consummate the transaction contemplated by the Subscription Agreements on the terms described therein, including using its commercially reasonable efforts to enforce

its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) NextGen the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms; and

•        promptly notify and keep Vieco USA reasonably informed of the status of any litigation brought or, to NextGen’s knowledge, threatened in writing against NextGen or its board of directors by any of NextGen’s stockholders in connection with the Merger Agreement, any Ancillary Agreement or the transactions contemplated therein, and will provide Vieco USA with the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, and will give due consideration to Vieco USA’s advice with respect to such litigation, and, except as set forth in the NextGen Disclosure Letter, will not settle or agree to settle any such litigation without prior written consent of Vieco USA, such consent not to be unreasonably withheld, conditioned or delayed.

Covenants of Vieco USA

Pursuant to the Merger Agreement, Vieco USA has agreed, among other things, to:

•        subject to confidentiality obligations that may be applicable to information furnished to Vieco USA or any of its subsidiaries by third parties that may be in the possession of Vieco USA or its subsidiaries and except for any information that is subject to attorney-client privilege or is sensitive information under or in connection with a government bid or government contract, and to the extent permitted by applicable law, afford NextGen and its accountants, counsel and other representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not materially interfere with the ordinary course of business of Vieco USA and its subsidiaries, to all of their properties, books, contracts, commitments, tax returns, records and appropriate officers and employees and furnish such representatives with all financial and operating data and other information concerning the affairs of Vieco USA and its subsidiaries as such representatives may reasonably request;

•        provide to NextGen and, if applicable, its accountants, counsel or other representatives, (i) such information and such other materials and resources relating to any legal proceeding initiated, pending or, to the knowledge of Vieco USA, any legal proceeding that is, or would be reasonably expected to be, material to Vieco USA, threatened during the Interim Period, or to the compliance and risk management operations and activities of Vieco USA and its subsidiaries during the Interim Period, in each case, as NextGen or such representative may reasonably request, (ii) prompt written notice of any material status updates in connection with any such legal proceedings or otherwise relating to any material compliance and risk management matters or decisions of Vieco USA or its subsidiaries, and (iii) copies of any material written communications sent or received by Vieco USA or its subsidiaries in connection with such legal proceedings;

•        deliver to NextGen, as soon as reasonably practicable following the date of the Merger Agreement, (i) the audited financial statements of Vieco USA (together with the auditor’s reports thereon and notes thereto) and its subsidiaries as of and for the years ended December 31, 2020 and December 31, 2019, (ii) the auditor reviewed financial statements of Vieco USA and its subsidiaries (including all notes thereto) as of and for the six-month period ended June 30, 2021, (iii) if the Effective Time has not occurred prior to November 12, 2021, then as soon as reasonably practicable following November 12, 2021, deliver to NextGen the auditor reviewed financial statements of Vieco USA and its subsidiaries (including all notes thereto) as of and for the nine-month period ended September 30, 2021, and (iv) if the Effective Time has not occurred prior to March 31, 2022, then as soon as reasonably practicable following March 31, 2022, deliver to NextGen the auditor reviewed financial statements of Vieco USA and its subsidiaries (including all notes thereto) as of and for the year ended December 31, 2021;

•        at or prior to Closing, terminate or settle all Affiliate Agreements (as defined in the Merger Agreement), other than those set forth in the applicable section of the Vieco USA Disclosure Letter, without further liability to NextGen, Vieco USA or any of its subsidiaries;

•        prior to the Closing, effect, or cause its subsidiaries to effect, all transfers and take all such actions as are necessary so that the Vieco USA Pre-Closing Restructuring will be consummated prior to the Closing, and will provide NextGen reasonable time to review and comment on the documents effecting the Pre-Closing Restructuring Plan (as defined in the Merger Agreement) and will consider in good faith any comments received in writing from NextGen relating thereto;

•        during the Interim Period, not, and to instruct and use its commercially reasonable efforts to cause its subsidiaries and representatives to not, (i) solicit, initiate or participate in any negotiations with any person with respect to alternative transactions, or provide any non-public information or data concerning Vieco USA or any of its subsidiaries to any person relating to such alternative transactions, (ii) enter into an agreement with respect to any such alternative transactions or proposed transactions, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make a proposal with respect to an alternative transaction. From and after the date of the Merger Agreement, Vieco USA will, and will instruct its officers and directors to, and Vieco USA will instruct and use commercially reasonable efforts to cause its representatives, its subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any persons that may be ongoing with respect to certain alternative transactions (other than NextGen and its representatives). Vieco USA will promptly notify NextGen if any person makes any written proposal, offer or inquiry with respect to an alternative transaction and provide NextGen with a description of the material terms and conditions thereof to the extent that such disclosure would not result in breach of Vieco USA’s confidentiality obligations that are in existence as of the date of the Merger Agreement. Vieco USA and its subsidiaries and their respective representatives will not be restricted with respect to any actions taken in connection with (i) the Vieco USA Pre-Closing Restructuring and (ii) preliminary discussions with potential financing sources related to the arrangement of financing in order to facilitate the consummation of the transactions contemplated by the Merger Agreement or for the financing of NextGen following the Closing; and

•        within 30 days following the date of the Merger Agreement, will, or will cause its subsidiaries to, use commercially reasonable efforts to effect all transfers and cancellations, and take all such other actions, as are reasonably necessary to ensure that neither Vieco USA nor any of its subsidiaries has a “direct interest” (as defined in the Foreign Acquisitions and Takeovers Act 1975 (Commonwealth of Australia) (“FATA”)) in SAS at Closing (the “SAS Divestment”), and will provide NextGen with reasonable time to review and comment on the documents effecting the divestment and will consider in good faith any comments received in writing from NextGen relating thereto.

Joint Covenants of NextGen and Vieco USA

In addition, each of NextGen and Vieco USA has agreed, among other things, to take certain actions set forth below.

•        Each of NextGen and Vieco USA will (and, to the extent required, will cause its affiliates to) comply promptly, but in no event later than ten business days after the date of the Merger Agreement, with the notification and reporting requirements of the HSR Act;

•        Each of NextGen and Vieco USA will substantially comply with any information or document requests with respect to antitrust matters as contemplated by the Merger Agreement;

•        Each of NextGen and Vieco USA will (and, to the extent required, will cause its affiliates to) (x) request early termination of any waiting period or periods under the HSR Act and exercise its commercially reasonable efforts to (i) obtain termination or expiration of the waiting period or periods under the HSR Act and (ii) prevent the entry, in any legal proceeding brought by an antitrust authority or any other person, of any governmental order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by the Merger Agreement;

•        NextGen will cooperate in good faith with the antitrust authorities and undertake promptly any and all action required to complete lawfully the transactions contemplated by the Merger Agreement as soon as practicable and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual

or threatened commencement of any proceeding in any forum by or on behalf of any antitrust authority or the issuance of any governmental order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger, including, with Vieco USA’s prior written consent (which consent shall not be unreasonably withheld, conditioned, delayed or denied), (i) proffering and consenting and/or agreeing to a governmental order or other agreement providing for (A) the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of Vieco USA or NextGen or (B) the termination, amendment or assignment of existing relationships and contractual rights and obligations of Vieco USA or NextGen and (ii) promptly effecting the disposition, licensing or holding separate of assets or lines of business or the termination, amendment or assignment of existing relationships and contractual rights, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated by the Merger Agreement;

•        Vieco USA will as promptly as practicable after the Closing Date (and in any event within five calendar days after the Closing Date) prepare and file any notifications pursuant to 22 C.F.R. §122 with the United States Department of State Directorate of Defense Trade Controls (“DDTC”);

•        Each of NextGen and Vieco USA will use its commercially reasonable efforts to take all actions necessary, proper or advisable, as determined by each such party in its reasonable discretion, to consummate the transaction contemplated by the Merger Agreement, including, with respect to the filing to be made pursuant to the Merger Agreement, and any other requests, inquiries, actions or other proceedings by or from governmental authorities, including any permits or governmental authorizations required by the Communications Act of 1934 or otherwise by the Federal Communications Commission (the “FCC”); Vieco USA will notify NextGen of any applications to acquire, reinstate, or replace any permits or governmental authorizations issued by the FCC as soon as practicable after filing such applications;

•        Each of NextGen and Vieco USA will (and, to the extent required, shall cause its controlled affiliates to) (i) diligently and expeditiously defend and use commercially reasonable efforts to obtain any necessary waiver, clearance, approval, consent, permits, orders, authorization or governmental authorization under laws prescribed or enforceable by any governmental authority, for the transactions contemplated by the Merger Agreement and to resolve any objections as may be asserted by any governmental authority with respect to the transactions contemplated by the Merger Agreement, including by NextGen using its commercially reasonable efforts to seek written confirmation from the United Kingdom Investment Security Unit that the transactions contemplated by the Merger Agreement are unlikely to be called in under the NSIA notwithstanding any requirement to notify the transactions under that NSIA not having commenced as of the date of the Merger Agreement; and (ii) cooperate fully with each other in the defense of such matters;

•        To the extent not prohibited by law, Vieco USA will promptly furnish to NextGen, and NextGen will promptly furnish to Vieco USA, copies of any notices or written communications received by such party or any of its affiliates from any third party or any governmental authority with respect to the transactions contemplated by the Merger Agreement, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its affiliates to any governmental authority concerning the transactions contemplated by the Merger Agreement;

•        NextGen will have the option, but not the obligation, to give and maintain any notice under the FATA or take any other action reasonably necessary to satisfy the applicable condition set forth in the Merger Agreement after it has in good faith and acting reasonably, following consultation with Vieco USA, determined that the SAS Divestment will not occur within 30 days following the date of the Merger Agreement and considered any comments received in writing from Vieco USA relating thereto;

•        Each of Vieco USA, on the one hand, and NextGen, on the other, shall be responsible for and pay one-half of the filing fees payable to the antitrust authorities in connection with the transactions contemplated by the Merger Agreement;

•        (i) NextGen and Vieco USA will jointly prepare and NextGen will file with the SEC mutually acceptable materials, including the proxy statement and (ii) NextGen will prepare and file with the SEC the Registration

Statement (as defined below) in connection with the registration under the Securities Act of (a) the shares of Virgin Orbit common stock and warrants to be issued in connection with the Domestication and (b) the shares of Virgin Orbit common stock that constitute the Stock Consideration;

•        Each of NextGen and Vieco USA will use its commercially reasonable efforts to cause the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated by the Merger Agreement;

•        NextGen will use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by the Merger Agreement, and Vieco USA will furnish all information as may be reasonably requested in connection with any such action;

•        Each of NextGen and Vieco USA agrees to furnish to the other party all information concerning itself, its subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by the Merger Agreement, or any other statement, filing, notice or application made by or on behalf of NextGen, Vieco USA or their respective subsidiaries to any regulatory authority (including Nasdaq) in connection with the Merger and the other transactions contemplated by the Merger Agreement;

•        NextGen shall be responsible for and pay one-hundred percent (100%) of the filing fee payable to the SEC for filing the proxy statement/registration statement;

•        NextGen will, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) disseminate the Registration Statement to shareholders of NextGen, (ii) give notice, convene and hold a meeting of the shareholders to vote on the Transaction Proposals, in each case in accordance with its governing documents then in effect and Nasdaq Listing Rule 5620(b) (such meeting to be held on a date no later than 30 business days following the date the Registration Statement is declared effective), (iii) solicit proxies from the holders of public shares of NextGen to vote in favor of each of the Transaction Proposals, and (iv) provide its shareholders (including the holders of NextGen Class A ordinary shares) with the opportunity to elect to effect a redemption;

•        Vieco USA will use its commercially reasonable efforts to solicit and obtain the requisite stockholder approval necessary to consummate the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Vieco USA Stockholder Approval”), either by (i) irrevocable written consent of the Vieco USA Stockholder sufficient to obtain Vieco USA Stockholder Approval promptly following the time at which the Registration Statement shall have been declared effective under the Securities Act and delivered or otherwise made available to stockholders (but in any event no later than 2 business days after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders), or (ii) in the event Vieco USA determines it is unable to obtain such written consent, by calling and holding a meeting of the stockholders of Vieco USA for the purpose of voting solely upon the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, promptly after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders (but in any event no later than 2 business days after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders);

•        NextGen and Vieco USA will each, and will each cause their respective subsidiaries to use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of NextGen, Vieco USA, or their respective affiliates are required to obtain in order to consummate the Merger and take such other action as may be reasonably necessary or reasonably requested by another party to satisfy the conditions to the Closing of the Merger set forth in the Merger Agreement or otherwise to comply with the Merger Agreement or to consummate the transactions contemplated thereby;

•        Each of Vieco USA and NextGen will, prior to the Effective Time, take all such steps as may be required (to the extent permitted under applicable law) to cause any dispositions of shares of Vieco USA common stock or acquisitions of shares of Virgin Orbit common stock (including, in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities) resulting from the transactions contemplated by the Merger Agreement by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the transactions contemplated thereby to be exempt under Rule 16b-3 promulgated under the Exchange Act;

•        Each of Vieco USA and NextGen will each, and will each cause their respective subsidiaries and affiliates (as applicable) and its and their representatives and, in the case of the Vieco USA, Vieco 10 Limited and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by the Merger Agreement, including the PIPE Investment; and

•        NextGen will use its commercially reasonable efforts to, and will instruct its financial advisors to, keep Vieco USA and its financial advisors reasonably informed with respect to the PIPE Investment and material changes in the rotation of NextGen’s Class A ordinary shares during such period, including by (i) providing regular updates and (ii) reasonably consulting and cooperating with, and considering in good faith any feedback from, Vieco USA or its financial advisors with respect to such matters during the period commencing on the date of announcement of the Merger Agreement or the transactions contemplated thereby until the Closing Date.

Closing Conditions

The consummation of the Merger is conditioned upon the satisfaction or waiver by the applicable parties to the Merger Agreement of the conditions set forth below. Therefore, unless these conditions are satisfied or waived by the applicable parties to the Merger Agreement, the Merger may not be consummated. There can be no assurance that the parties to the Merger Agreement would waive any such provisions of the Merger Agreement.

Minimum Cash Condition

The Merger Agreement provides that the obligations of Vieco USA and NextGen to consummate the Merger are conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy NextGen’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents, transaction expenses of NextGen and the payment of any deferred underwriting commissions being held in the trust account (such amount, the “Trust Amount”) plus the PIPE Investment Amount actually received by NextGen prior to or substantially concurrently with the Closing, is equal to at least $200.0 million (the “Minimum Cash Condition”). If, after the deadline for exercising redemption rights has passed in connection with the extraordinary general meeting, the sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is reasonably expected to be less than $200.0 million, then, at or prior to the Closing, VIL will have the right (but not the obligation) to purchase up to $100.0 million of additional shares of Virgin Orbit common stock at a price per share of $10.00 (the dollar value of such purchase, the “Additional Equity Amount”). If VIL elects to purchase such additional shares and the aggregate of the Trust Amount after the deadline for exercising redemption rights, the PIPE Investment Amount and the Additional Equity Amount equal or exceed $200.0 million, then the Minimum Cash Condition will be deemed satisfied.

Conditions to the Obligations of Each Party

The obligations of each party to the Merger Agreement to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following conditions, any one or more of which may (to the extent permitted by applicable law) be waived in writing by all of such parties:

•        the approval of the Transaction Proposals by NextGen’s shareholders will have been obtained (the “NextGen Shareholder Approval”);

•        Vieco USA Stockholder Approval shall have been obtained;

•        the registration statement of which this proxy statement/prospectus forms a part (the “Registration Statement”) will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;

•        the waiting period or periods under the HSR Act and any other required regulatory approval set forth on the Vieco USA Disclosure Letter applicable to the transactions contemplated by the Merger Agreement and the (i) Sponsor Support Agreement, (ii) Stockholder Support Agreement, (iii) Confidentiality Agreement, (iv) Registration Rights Agreement and (v) Stockholders’ Agreement (clauses (i), (ii), (iii), (iv) and (v), collectively, the “Ancillary Agreements”) will have been obtained, expired or been terminated, as applicable;

•        if a transaction contemplated by the Merger Agreement or any part thereof is a “notifiable acquisition” pursuant to section 6 of the NSIA that requires approval pursuant to section 13 of the NSIA as in force at the relevant time, such transaction is approved by the U.K. Secretary of State pursuant to the NSIA;

•        the first to occur of (i) NexGen receiving a “no objection notification” under the FATA from the Treasurer of the Commonwealth of Australia (or a delegate) to the effect that the Commonwealth Government does not object to the acquisition by NextGen of a “direct interest” under the FATA in SAS as a result of the Merger either unconditionally or subject to conditions that are reasonably acceptable to NextGen and Vieco USA, (ii) the Treasurer of the Commonwealth of Australia ceasing to have the power to make an order or decision contemplated by section 77(1) or (2) of the FATA in relation to the acquisition by NextGen of a “direct interest” in SAS as a result of the Merger, and (iii) as a result of the SAS Divestment, the Merger will not, or ceases to, result in any action by NextGen that is (a) both a “significant action” and a “notifiable action” under the FATA or (b) a “notifiable national security action” under the FATA;

•        there will not (i) be in force any order, judgment, injunction, decree, writ, stipulation, determination or award (entered by or with any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal, or arbitrator (a “Governmental Order”)), in each case, to the extent such governmental authority has jurisdiction over the parties to the Merger Agreement and the transactions contemplated thereby), enjoining or otherwise prohibiting the consummation of the Merger, and (ii) have been adopted following the date of the Merger Agreement any law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited;

•        the Minimum Cash Condition. For more information, see the section entitled “— Minimum Cash Condition” above;

•        NextGen will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Investment amount actually received by NextGen prior to or substantially concurrently with the Closing); and

•        the shares of Virgin Orbit common stock to be issued in connection with the Merger will have been approved for listing on Nasdaq.

Conditions to the Obligations of NextGen and Merger Sub

The obligations of NextGen and Merger Sub to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by NextGen and Merger Sub:

•        certain of the representations and warranties of Vieco USA pertaining to the capitalization of Vieco USA will be true and correct in all but de minimis respects as of the Closing Date as though made on and as of such date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the Merger Agreement which are contemplated by (except with respect to the first sentence of Section 6.1 of the Merger Agreement) or expressly permitted by the Merger Agreement or the Ancillary Agreements;

•        each of the Vieco USA Fundamental Representations (other than the capitalization representations referenced above) will be true and correct in all material respects, in each case as of the Closing Date as though made on and as of such date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but material respects at and as of such date, except for changes after the date of the Merger Agreement which are contemplated by (except with respect to the first sentence of Section 6.1 of the Merger Agreement) or expressly permitted by the Merger Agreement or the Ancillary Agreements;

•        the representation and warranty of Vieco USA on absence of changes contained in the Merger Agreement will be true and correct in all respects as of the Closing Date as though made on and as of such date;

•        each of the other representations and warranties of Vieco USA contained in the Merger Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) will be true and correct as of the Closing Date as though made on and as of such date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Vieco USA Material Adverse Effect; provided, that, for purposes of Section 9.2(a) of the Merger Agreement, no Event that is expressly contemplated by the Pre-Closing Restructuring Plan will be deemed to constitute an inaccuracy in or breach of any Veico USA’s representations and warranties;

•        each of the covenants of Vieco USA to be performed or complied with as of or prior to the Closing will have been performed or complied with in all material respects; provided, that for purposes of Section 9.2(b) of the Merger Agreement, a covenant of Vieco USA will only be deemed to have not been performed or complied with if Vieco USA has failed to perform or comply with any such covenant in any material respect and failed to cure such failure to perform or comply within twenty (20) days after notice of such breach (or if earlier, three (3) business days prior to the Agreement End Date (as defined herein)); and

•        the Vieco USA Pre-Closing Restructuring will have been completed prior to the Closing.

Conditions to the Obligations of Vieco USA

The obligation of Vieco USA to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Vieco USA:

•        each of the representations and warranties of NextGen regarding its capitalization, as provided for in the Merger Agreement, will be true and correct in all but de minimis respects as of the Closing Date as though made on and as of such date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the Merger Agreement which are contemplated by (except with respect to the first sentence of Section 7.5 of the Merger Agreement) or expressly permitted by the Merger Agreement or the Ancillary Agreements;

•        each of the NextGen Fundamental Representations (other than the capitalization representations referenced above) will be true and correct in all material respects, in each case as of the Closing Date as though made on and as of such date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of the Merger Agreement which are contemplated by (except with respect to the first sentence of Section 7.5 of the Merger Agreement) or expressly permitted by the Merger Agreement or the Ancillary Agreements;

•        the representation and warranty of NextGen regarding absence of changes will be true and correct as of the date of the Merger Agreement and as of the Closing Date as though made on and as of such date;

•        each of the other representations and warranties of NextGen contained in the Merger Agreement (disregarding any qualifications and exceptions contained therein relating to materiality and material adverse effect or any similar qualification or exception) will be true and correct as of the Closing Date as though made on and as of such date, except with respect to such representations and warranties which

speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on NextGen or NextGen’s ability to consummate the transactions contemplated by the Merger Agreement;

•        each of the covenants of NextGen to be performed or complied with as of or prior to the Closing will have been performed and complied with in all material respects; provided, that for purposes of Section 9.3(b) of the Merger Agreement, a covenant of NextGen will only be deemed to have not been performed or complied with if NextGen has failed to perform or comply with any such covenant in any material respect and failed to cure such failure to perform or comply within twenty (20) days after notice of such breach (or if earlier, three (3) business days prior to the Agreement End Date); and

•        the Domestication will have been completed and a time-stamped copy of the certificate issued by the Secretary of State of Delaware in relation thereto will be delivered to Vieco USA.

Termination; Effectiveness

The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Closing:

•        by the mutual written consent of Vieco USA and NextGen;

•        by Vieco USA or NextGen if any Governmental Order has become final and nonappealable and has the effect of making the consummation of the Merger illegal or otherwise prohibiting consummation of the Merger, provided the Governmental Authority issuing such Governmental Order has jurisdiction over Vieco USA and NextGen with respect to the transactions contemplated by the Merger Agreement, or if there shall be adopted following the date of the Merger Agreement any law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited;

•        by Vieco USA if the NextGen Shareholder Approval has not been obtained by reason of the failure to obtain the required vote at a meeting of NextGen’s shareholders duly convened therefor or at any adjournment thereof;

•        by Vieco USA if there has been a modification in recommendation of the board of directors of NextGen with respect to any of the Transaction Proposals;

•        by written notice to Vieco USA from NextGen in the event of certain uncured breaches on the part of Vieco USA or if the Closing has not occurred on or before May 23, 2022 (the “Agreement End Date”), unless NextGen is in material breach of the Merger Agreement, provided, however, that if, as of the Agreement End Date, all of the conditions, other than those relating to certain regulatory approvals having been obtained and those conditions that by their nature are to be satisfied at the Closing, are satisfied or, if permissible, waived, then NextGen shall have the right to, by providing written notice to Vieco USA prior to the Agreement End Date, extend the Agreement End Date for one period of three (3) months;

•        by NextGen, if the Vieco USA Stockholder Approval has not been obtained within two business days after the Registration Statement has been declared effective by the SEC and delivered or otherwise made available to stockholders; or

•        by written notice to NextGen from Vieco USA in the event of certain uncured breaches on the part of NextGen or Merger Sub or if the Closing has not occurred on or prior to the Agreement End Date, unless Vieco USA is in material breach of the Merger Agreement, provided, however, that if, as of the Agreement End Date, all of the conditions, other than those relating to certain regulatory approvals having been obtained and those conditions that by their nature are to be satisfied at the Closing, are satisfied or, if permissible, waived, then Vieco USA shall have the right to, by providing written notice to NextGen prior to the Agreement End Date, extend the Agreement End Date for one period of three (3) months.

In the event of the termination of the Merger Agreement, the Merger Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors or stockholders, other than liability of Vieco USA, NextGen or Merger Sub, as the case may be, for any willful and material breach of

the Merger Agreement occurring prior to such termination, other than with respect to certain exceptions contemplated by the Merger Agreement (including the terms of the Confidentiality Agreement) that will survive any termination of the Merger Agreement.

Waiver; Amendments

No provision of the Merger Agreement may be waived unless such waiver is in writing and signed by the party or parties against whom such waiver is effective. Any party to the Merger Agreement may, at any time prior to the Closing, by action taken by its board of directors, board of managers, managing member or other officers or persons thereunto duly authorized, (a) extend the time for the performance of the obligations or acts of the other parties to the Merger Agreement, (b) waive any inaccuracies in the representations and warranties (of another party hereto) that are contained in the Merger Agreement or (c) waive compliance by the other parties to the Merger Agreement with any of the agreements or conditions contained in the Merger Agreement, but such extension or waiver will be valid only if in writing signed by the waiving party.

The Merger Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing that is executed in the same manner as the Merger Agreement and which makes reference to the Merger Agreement.

Fees and Expenses

If the Closing does not occur, each party to the Merger Agreement will be responsible for and pay its own expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, including all fees of its legal counsel, financial advisers and accountants. If the Closing occurs, Virgin Orbit will, upon the consummation of the Merger and release of proceeds from the trust account, pay or cause to be paid all accrued and unpaid transaction expenses of Vieco USA and pay or cause to be paid any transaction expenses of NextGen or its affiliates (including the Sponsor, which includes any outstanding amounts under any working capital loans, subject to a $1.5 million cap on the repayment of any such working capital loans). NextGen and Vieco USA will exchange written statements listing all accrued and unpaid transaction expenses not less than two business days prior to the Closing Date.

Certain Engagements in Connection with the Business Combination and Related Transactions

Goldman Sachs & Co. LLC (“Goldman Sachs”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) are acting as co-placement agents to NextGen in connection with the PIPE Investment. In addition, Goldman Sachs is acting as exclusive financial advisor to NextGen in connection with the proposed Business Combination. Goldman Sachs has received fees and expense reimbursements in connection therewith. Goldman Sachs was also an underwriter on the initial public offering of NextGen and will receive a fee upon consummation of the Business Combination in connection therewith. Credit Suisse is also acting as exclusive financial advisor to Virgin Orbit in connection with the proposed Business Combination and as lead capital markets advisor to Virgin Orbit. Credit Suisse has received fees and expense reimbursements in connection therewith. Credit Suisse was also an underwriter on the initial public offering of NextGen and will receive a fee upon consummation of the Business Combination in connection therewith. Rothschild & Co was retained as an additional financial advisor to NextGen for the purpose of providing a fairness opinion in connection with the proposed Business Combination, which was requested by NextGen’s board of directors. Rothschild & Co will receive an aggregate fee of approximately $1,000,000 from NextGen for its services, $250,000 of which became payable upon delivery of Rothschild & Co’s opinion and $750,000 of which is contingent upon the consummation of the Merger contemplated by the Merger Agreement. In connection with such engagements, the fees and expense reimbursements received by Goldman Sachs, Credit Suisse and Rothschild & Co (or their respective affiliates) are subject to the terms and conditions of their respective engagement letters with NextGen and Virgin Orbit, as applicable. In addition, NextGen signed engagement letters with Goldman Sachs, Credit Suisse and Rothschild & Co waiving any conflicts and acknowledging their respective roles described above. Credit Suisse also signed an engagement letter with Virgin Orbit waiving any conflicts and acknowledging its role described above.

In addition, Goldman Sachs (together with its affiliates) and Credit Suisse (together with its affiliates) are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investing, hedging, market

making, brokerage and other financial and non-financial activities and services. In addition, Goldman Sachs, Credit Suisse and their respective affiliates may provide investment banking and other commercial dealings to NextGen, Virgin Orbit and their respective affiliates in the future, for which they would expect to receive customary compensation.

In addition, in the ordinary course of its business activities, Goldman Sachs, Credit Suisse and their respective affiliates, officers, directors and employees may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of NextGen or Virgin Orbit, or their respective affiliates. Goldman Sachs, Credit Suisse and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of such related agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Shareholders and other interested parties are urged to read such related agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

Stockholders’ Agreement

Board Composition

The Merger Agreement contemplates that, at the Closing, Virgin Orbit will enter into the Stockholders’ Agreement with the Requisite Vieco USA Stockholder (together with any individuals or entities that thereafter become party to the agreement, the “Voting Parties”), pursuant to which, among other things, the Voting Parties will agree to take all necessary action to cause the Virgin Orbit Board to be comprised of seven directors effective immediately following the effective time of the Merger, four of whom (the “VO designees”) will initially be            ,            ,            and            and will thereafter be designated by the Requisite Vieco USA Stockholder for as long as the Requisite Vieco USA Stockholder beneficially owns a number of shares of Virgin Orbit common stock representing at least 50% of the number of shares beneficially owned by the Requisite Vieco USA Stockholder immediately following the effective time of the Merger (provided that if such percentage falls below (w) 50%, the Requisite Vieco USA Stockholder will have the right to designate only three directors, (x) 25%, the Requisite Vieco USA Stockholder will have the right to designate only two directors, (y) 10%, the Requisite Vieco USA Stockholder will have the right to designate only one director, and (z) 5%, the Requisite Vieco USA Stockholder will not have the right to designate any directors).

As long as the Requisite Vieco USA Stockholder is entitled to designate four directors for election to the Virgin Orbit Board, the Voting Parties and Virgin Orbit shall take all necessary action to cause the Chairperson of the Board to be an individual chosen by the Requisite Vieco USA Stockholder, who shall initially be            . Except as otherwise set forth in the Stockholders’ Agreement, the Virgin Orbit Board shall determine the Chairperson of the Virgin Orbit Board.

The Virgin Orbit Board may from time to time by vote or resolution establish and maintain one or more committees of the Virgin Orbit Board, each committee to consist of one or more VO designees. Subject to applicable laws, stock exchange regulations and applicable listing requirements, the Requisite Vieco USA Stockholder shall have the right to have one VO designee appointed to serve on each committee of the Virgin Orbit Board for so long as the Vieco USA Stockholder is entitled to designate at least two directors to the Virgin Orbit Board. The Voting Parties and Virgin Orbit shall take all necessary action to cause the initial composition of certain committees of the Virgin Orbit Board to be agreed between the Requisite Vieco USA Stockholder and Virgin Orbit. The Virgin Orbit Board may dissolve any committee or remove any member of a committee at any time, provided that, for so long as the Requisite Vieco USA Stockholder is entitled to designate at least two directors to the Virgin Orbit Board, following any such removal, the Requisite Vieco USA Stockholder shall have the right to maintain at least one VO designee serving on such committee.

Resignation; Removal; Vacancies

Upon any decrease in the number of directors that the Requisite Vieco USA Stockholder is entitled to designate for nomination to the Virgin Orbit Board, the Requisite Vieco USA Stockholder shall take all necessary action to cause the appropriate number of designees to offer to tender their resignation, effective as of the next annual meeting of stockholders of Virgin Orbit. If as a result of changes in ownership by the Requisite Vieco USA Stockholder of Virgin Orbit common stock such that there are any seats on the Virgin Orbit Board for which the Requisite Vieco USA Stockholder does not have the right to designate a director, the selection of such director shall be conducted in accordance with applicable law and with the organizational documents of Virgin Orbit then in effect.

The Requisite Vieco USA Stockholder will have the exclusive right to remove one or more of the VO designees from the Virgin Orbit Board and the Requisite Vieco USA Stockholder will have the exclusive right to designate directors for election to the Virgin Orbit Board to fill vacancies created by reason of death, removal or resignation of VO designees (in each case, so long as the Requisite Vieco USA Stockholder retains its right to designate a director to such seat on the Virgin Orbit Board by virtue of its ownership levels of Virgin Orbit common stock).

Voting; Necessary Actions

In addition, pursuant to the Stockholders’ Agreement, each of Virgin Orbit and the Voting Parties will agree not to take, directly or indirectly, any actions (including removing directors in a manner inconsistent with the Stockholders’ Agreement) that would frustrate, obstruct or otherwise affect the provisions of the Stockholders’ Agreement and the intention of the parties thereto with respect to the composition of the Virgin Orbit Board as therein stated. Each Voting Party, to the extent not prohibited by the certificate of incorporation of Virgin Orbit as then in effect, will vote all of its shares of Virgin Orbit common stock held by such Voting Party in such manner as may be necessary to elect and/or maintain in office as members of the Virgin Orbit Board those individuals designated in accordance with the Stockholders’ Agreement and to otherwise effect the intent of the provisions of the Stockholders’ Agreement.

The Stockholders’ Agreement contains certain provisions intended to maintain, following the consummation of the Merger, the Company’s qualification as a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c).

Requisite Vieco USA Stockholder Approval Rights; Limitations

Pursuant to the Stockholders’ Agreement, among other things, the Requisite Vieco USA Stockholder will also have certain approval rights with respect to significant corporate transactions as contemplated thereby (subject to certain ownership thresholds with respect to voting securities of Virgin Orbit), which will require the prior written consent of the Requisite Vieco USA Stockholder before any such action is taken by Virgin Orbit or any of its subsidiaries, in each case, in accordance with the terms and subject to the conditions contemplated by the Stockholders’ Agreement.

Pursuant to the Stockholders’ Agreement, the Requisite Vieco USA Stockholder’s approval rights include:

(A) For so long as the Requisite Vieco USA Stockholder is entitled to designate two directors to the Virgin Orbit Board under the Stockholders’ Agreement, in addition to any vote or consent of the stockholders or the Virgin Orbit Board as required by law, Virgin Orbit and its subsidiaries must obtain the Requisite Vieco USA Stockholder’s prior written consent to engage in:

•        any business combination or similar transaction;

•        amendment of the terms of the Stockholders’ Agreement or the Registration Rights Agreement;

•        a liquidation or related transaction; or

•        an issuance of capital stock in excess of 5% of the then issued and outstanding shares of Virgin Orbit or its subsidiaries, other than issuances upon the exercise of options in accordance with their respective terms.

(B) For so long as the Requisite Vieco USA Stockholder is entitled to designate three directors to the Virgin Orbit Board under the Stockholders’ Agreement, in addition to any vote or consent of the stockholders or the Virgin Orbit Board as required by law, Virgin Orbit and its subsidiaries must obtain the Requisite Vieco USA Stockholder’s prior written consent to engage in:

•        a business combination or similar transaction having a FMV of $10.0 million or more;

•        a non-ordinary course sale of assets or equity interest having a FMV of $10.0 million or more;

•        a non-ordinary course acquisition of any business or assets having a FMV of $10.0 million or more;

•        an acquisition of equity interests having a FMV of $10.0 million or more;

•        approval of any non-ordinary course investment having a FMV of $10.0 million or more, other than any investment expressly contemplated by the annual operating budget of Virgin Orbit then in effect;

•        an issuance or sale of any capital stock of Virgin Orbit or its subsidiaries, other than an issuance of shares of capital stock upon the exercise of options to purchase shares of capital stock of Virgin Orbit;

•        making any dividends or distribution to the stockholders of Virgin Orbit other than redemptions and those made in connection with the cessation of services of employees;

•        incurring indebtedness outside of the ordinary course in an amount greater than $25.0 million in a single transaction or $100.0 million in aggregate consolidated indebtedness;

•        amendment of the terms of the Stockholders’ Agreement or the Registration Rights Agreement;

•        a liquidation or similar transaction;

•        transactions with any interested stockholder pursuant to Item 404 of Regulation S-K;

•        increasing or decreasing the size of the Virgin Orbit Board; or

•        engaging of any professional advisors for any of the foregoing matters listed in this section (B).

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, NextGen, the Sponsor, Vieco USA and the Persons set forth on Schedule I thereto entered into the Sponsor Support Agreement, dated as of August 22, 2021, a copy of which is attached to this proxy statement/prospectus as Annex B. Pursuant to the Sponsor Support Agreement, the Sponsor and the Sponsor Parties agreed to, among other things, vote to adopt and approve the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Sponsor Support Agreement.

The Sponsor and the Sponsor Parties also agreed not to (a) sell or otherwise dispose of, or agree to sell or dispose of, directly or indirectly, any Lock-up Shares held by the Sponsor and the Sponsor Parties immediately after the Closing, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Lock-up Shares, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b), for the Lock-up Period, subject to certain exceptions. If (i) at least 120 days have elapsed since the Closing and (ii) the 180 Day Lock-up Period is scheduled to end during a blackout period or within five trading days prior to a blackout period, the 180 Day Lock-up Period will end ten trading days before the start of the blackout period, subject to certain conditions.

In addition, the Sponsor has agreed that the Sponsor Earnback Shares and the Sponsor Earnback Warrants (together, the “Sponsor Earnback Securities”) will be unvested and subject to forfeiture as of the Closing and will only vest if, during Earnback Period, (i) Earnback Triggering Event I occurs, (ii) Earnback Triggering Event II occurs or (iii) there is a change of control of Virgin Orbit that results in the holders of Virgin Orbit common stock receiving a price per share equal to, or in excess of, the applicable vesting price per share for the Earnback Triggering Events. Any Sponsor Earnback Securities that remain unvested after the fifth anniversary of the Closing will be forfeited.

The Sponsor Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (a) the termination of the Merger Agreement if the Closing does not occur, (b) the consummation of a change of control transaction following the Closing, (c) the written agreement of NextGen, Vieco USA and such Sponsor and (d) the later to occur of (i) the expiration of the Lock-up Period and (ii) the earlier to occur of (A) the occurrence of Earnback Triggering Event II during the time period between the date of the Merger Agreement and the five-year anniversary of the Closing Date and (B) the fifth anniversary of the Closing. Upon such termination of the Sponsor Support Agreement, all obligations of the parties under the Sponsor Support Agreement will terminate,

without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Sponsor Support Agreement will not relieve any party thereto from liability arising in respect of any breach of the Sponsor Support Agreement prior to such termination.

Stockholder Support Agreement

In connection with the execution of the Merger Agreement, NextGen entered into a support agreement with Vieco USA and the Requisite Vieco USA Stockholder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Stockholder Support Agreement”). Pursuant to the Stockholder Support Agreement, the Requisite Vieco USA Stockholder agreed to, among other things, vote to adopt and approve, upon the effectiveness of the registration statement of which this proxy statement/prospectus forms a part being declared effective and delivered or otherwise made available to stockholders, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Stockholder Support Agreement.

The Requisite Vieco USA Stockholder also agreed not to (a) sell or otherwise dispose of, or agree to sell or dispose of, directly or indirectly, any Lock-up Shares held by the Requisite Vieco USA Stockholder immediately after the Closing, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Lock-up Shares, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b), for the Lock-up Period, subject to certain exceptions. If (i) at least 120 days have elapsed since the Closing and (ii) the 180 Day Lock-up Period is scheduled to end during a blackout period or within five trading days prior to a blackout period, the 180 Day Lock-up Period will end ten trading days before the start of the blackout period, subject to certain conditions.

The Stockholder Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (a) the termination of the Merger Agreement if the Closing does not occur, (b) the written agreement of NextGen, Vieco USA and such Sponsor and (c) the expiration of the Lock-up Period. Upon such termination of the Stockholder Support Agreement, all obligations of the parties under the Stockholder Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Stockholder Support Agreement will not relieve any party thereto from liability arising in respect of any breach of the Stockholder Support Agreement prior to such termination.

Registration Rights Agreement

The Merger Agreement contemplates that, prior to or concurrently with the Closing, Virgin Orbit, the Sponsor and the Vieco USA Registration Rights Holders will enter into the Registration Rights Agreement, pursuant to which Virgin Orbit will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Virgin Orbit common stock and other equity securities of Virgin Orbit that are held by the parties thereto from time to time, subject to the restrictions on transfer therein.

The Registration Rights Agreement amends and restates the registration rights agreement by and among NextGen, the Sponsor and the other parties thereto, dated March 22, 2021 and entered into in connection with NextGen’s initial public offering. The Registration Rights Agreement will terminate with respect to any party thereto, on the date that such party no longer holds any Registrable Securities (as defined therein).

Trademark License Agreement

Since 2017, Virgin Orbit, LLC has possessed certain exclusive and non-exclusive rights to use the name and brand “Virgin Orbit” and the Virgin signature logo. On August 22, 2021 and in connection with the execution of the Merger Agreement, Virgin Orbit, LLC, VEL and NextGen agreed that the trademark license agreement with VEL would, effective on the consummation of the Business Combination, be amended and restated and novated to Virgin Orbit in order for Virgin Orbit to continue to have these certain rights to the “Virgin Orbit” name and brand and the Virgin signature logo following consummation of the Business Combination. The rights of Virgin Orbit under the

amended and restated trademark license (the “Amended TMLA”) are subject to certain reserved rights and pre-existing licenses granted by VEL to third parties. In addition, for the term of the Amended TMLA, to the extent the Virgin Group does not otherwise have a right to place a director on the Virgin Orbit Board, such as Vieco 10’s right to designate directors to the Virgin Orbit Board under the Stockholders’ Agreement, under the Amended TMLA, Virgin Orbit has agreed to provide VEL with the right to appoint one director to the Virgin Orbit Board (provided the designee is qualified to serve on the Virgin Orbit Board under all applicable corporate governance policies and regulatory and Nasdaq requirements).

Unless terminated earlier, the Amended TMLA will have an initial term of 10 years from the date of the consummation of the Business Combination, subject to up to two additional 10-year renewals at VEL’s option. The Amended TMLA may be terminated by VEL upon the occurrence of a number of specified events, including if:

•        we commit a material breach of our obligations under the Amended TMLA (subject to a cure period, if applicable);

•        our use of the Virgin brand or our conduct has been or is likely to be damaging to the Virgin brand;

•        we use the brand name “Virgin Orbit” outside of the scope of the activities licensed under the Amended TMLA without VEL’s prior written consent;

•        we become insolvent;

•        we undergo a change of control;

•        we fail to make use of the “Virgin Orbit” brand to conduct our business;

•        we challenge the validity of, or entitlement of VEL to use or license, the “Virgin” brand;

•        if we fail to undertake any satellite launch services for paying customers for a specified period (other than in connection with addressing a launch failure);

•        any catastrophic failure or accident occurs involving any of our rockets, air-borne vehicles or launch systems that leads to death; or

•        our operation of our rockets, air-borne vehicles or launch systems gives rise to any material safety issues.

Upon any termination or expiration of the Amended TMLA, we will (unless otherwise agreed with VEL) have 20 business days to exhaust, return or destroy any products or other materials bearing the licensed trademarks, and to change our corporate name to a name that does not include any of the licensed trademarks, including the Virgin name.

Pursuant to the terms of the Amended TMLA, we will be obligated to pay VEL quarterly royalties equal to the greater of (a) a low single-digit percentage of our and our subsidiaries’ gross sales and (b)(i) for each of the first four quarters after our commercial launch , a mid-six figure amount in dollars; (ii) for each of the next four quarters (i.e the fifth through eighth quarter after our commercial launch), a high-six figure amount in dollars; (iii) for each of the next four quarters (i.e. the ninth through twelfth quarter after our commercial launch), a low-seven figure amount in dollars; and (iv) thereafter, for each subsequent quarter, a slightly higher low-seven figure amount in dollars, which will increase in correlation with the consumer price index on each anniversary of our commercial launch, beginning with the fourth anniversary. In relation to certain sponsorship opportunities, a higher, low-double-digit percentage royalty on related gross sales applies.

The Amended TMLA also contains, among other things, customary indemnification provisions in favor of VEL, representations and warranties made by us, information rights of VEL and restrictions on our and our affiliates’ ability to apply for or obtain registration for any intellectual property similar to that licensed to us pursuant to the Amended TMLA. Furthermore, VEL is generally responsible for the protection, maintenance and enforcement of the licensed intellectual property, including the Virgin brand.

All Virgin and Virgin-related trademarks are owned by VEL and our use of such trademarks will be subject to the terms of the Amended TMLA, including our adherence to VEL’s quality control guidelines and granting VEL customary audit rights over our use of the licensed intellectual property.

PIPE Subscription Agreements

In connection with the execution of the Merger Agreement, NextGen entered into the Initial Subscription Agreements, pursuant to which the respective PIPE Investors agreed to purchase, in the aggregate, 10,000,000 shares of Virgin Orbit common stock at $10.00 per share for an aggregate commitment amount of $100,000,000. Under the Merger Agreement, NextGen may enter into Subsequent Subscription Agreements on substantially similar terms to the Initial Subscription Agreements, subject to the consent of Vieco USA. The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreements is conditioned upon, among other customary closing conditions, the conditions to the closing of the Business Combination having been satisfied. In the event the Minimum Cash Condition is not satisfied, the Business Combination would not be consummated unless Vieco USA and NextGen waive the Minimum Cash Condition. If Vieco USA and NextGen waive the Minimum Cash Condition, each PIPE Investor may claim to have the option to cancel its respective purchase commitment under its Subscription Agreement, which, to the extent such claim is successful and such option is exercised, would lead to a reduction in the PIPE Investment Amount, resulting in fewer net proceeds available to Virgin Orbit following the consummation of the Business Combination and as a result, would likely require Virgin Orbit to obtain additional financing in order to fund its planned operations to the point where Virgin Orbit’s business is generating positive cash flows. The closings under the Subscription Agreements will occur substantially concurrently with the Closing.

The Subscription Agreements provide for certain registration rights with respect to the PIPE Investors. In particular, Virgin Orbit is required to, as soon as practicable but no later than 30 business days following the Closing, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, Virgin Orbit is required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the filing date thereof, (ii) the first anniversary of the date of the Subscription Agreements, (iii) the 10th business day after the date Virgin Orbit is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review and (iv) the 90th calendar day following the Closing. Virgin Orbit must use commercially reasonable efforts to keep the registration statement effective until the earliest of: (i) the date the PIPE Investors no longer hold any registrable shares, (ii) the date all registrable shares held by the PIPE Investors may be sold without restriction under Rule 144 under the Securities Act and (iii) three years from the date of effectiveness of the registration statement.

Additionally, pursuant to the Subscription Agreements, the respective PIPE Investors agreed to waive any and all right, title and interest or any claim of any kind it has or may have in the future, in or to any monies held in the trust account. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement and the Company; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement fail to occur; and (d) the Agreement End Date, subject to a three-month extension at either NextGen’s or Vieco USA’s option if all conditions under the Merger Agreement, other than those relating to certain regulatory approvals having been obtained, are satisfied.

Background to the Business Combination

NextGen is a blank check company incorporated on January 11, 2021, as a Cayman Islands exempted company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The proposed Business Combination was the result of an extensive search for a potential transaction using the networks of our management team, including our board of directors and senior advisors, as well as our underwriters. The terms of the Merger Agreement were the result of extensive negotiations between NextGen and Vieco USA. The following is a brief description of the background of these negotiations, the proposed Business Combination and related transactions.

On January 18, 2021, our Sponsor subscribed for an aggregate of 11,500,000 NextGen Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000, or approximately $0.0022 per share. On March 22, 2021, our Sponsor cancelled an aggregate of 1,437,500 NextGen Class B ordinary shares, thereby reducing

the aggregate number of NextGen Class B ordinary shares held by our Sponsor to 10,062,500, which is equivalent to a purchase price of approximately $0.0025 per share. On March 25, 2021, NextGen completed its initial public offering of 35,000,000 units, at a price of $10.00 per unit (the “NextGen units”), and on April 13, 2021, pursuant to the underwriters’ partial exercise of the over-allotment option, the underwriters purchased an additional 3,259,457 units, at a price of $10.00 per unit, generating gross proceeds of $382,594,570 (inclusive of the partial exercise by the underwriters of the over-allotment option) before transaction costs (including deferred underwriting expenses to be paid upon the completion of NextGen’s initial business combination). The underwriters’ forfeiture of the remaining over-allotment option resulted in our Sponsor’s forfeiture of 497,636 NextGen Class B ordinary shares, resulting in our Sponsor holding 9,564,864 NextGen Class B ordinary shares.

Each NextGen unit consisted of one NextGen Class A ordinary share and one-fifth of one public warrant. Each whole public warrant entitles the holder thereof to purchase one NextGen Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Simultaneously with the closing of the initial public offering, NextGen completed the private sale of an aggregate of 6,333,333 private placement warrants at a price of $1.50 per warrant to the Sponsor. Simultaneously with the closing of the over-allotment, NextGen consummated the second closing of the private placement, resulting in the purchase of an aggregate of an additional 434,594 private placement warrants at a price of $1.50 per warrant by the Sponsor. In connection with NextGen’s initial public offering, Goldman Sachs and Credit Suisse acted as underwriters to NextGen, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) acted as U.S. legal advisor to NextGen, and Maples and Calder (Cayman) LLP (“Maples”) acted as Cayman Islands legal advisor to NextGen.

NextGen did not select any business combination target in advance of its initial public offering and did not, nor did anyone on its behalf, initiate any substantive discussions, directly or indirectly, with any potential business combination target in advance of its initial public offering. Since the completion of its initial public offering, NextGen considered numerous potential target businesses with the objective of consummating its initial business combination. Representatives of NextGen contacted and were contacted by numerous individuals and entities who presented ideas for business combination opportunities, including financial advisors and companies in the industrial, technology and healthcare sectors, among others. NextGen considered businesses that it believed, among other things, had attractive long-term growth potential, were well-positioned within their industry and would benefit from the broad network and substantial strategic, financial, and operational experience of NextGen’s leadership team. In the process that led to identifying Vieco USA as an attractive investment opportunity, NextGen’s management team considered 45 potential business combination targets and made contact with representatives of 16 such potential combination targets to discuss the potential for a business combination transaction, and entered into non-disclosure agreements with 5 such potential business combination targets, all of which did not contain an exclusivity provision.

Beginning on the week of March 29, 2021, weekly meetings via teleconference were held among members of NextGen’s management team in order to discuss matters relating to NextGen’s initial business combination. Such meetings were intended to allow NextGen’s management team to discuss updates regarding the status of the evaluation of, and outreach to, potential business combination targets, including, but not limited to, Vieco USA. Before entering into the Term Sheet (as defined below) with Vieco USA on April 21, 2021, NextGen’s management team actively pursued several potential business combination targets, conducting preliminary due diligence on, having management meetings with and negotiating terms of potential transactions with such potential business combination targets. After entering into the Confidentiality Agreement (as defined below) with Vieco USA on March 25, 2021, which did not contain an exclusivity provision, NextGen continued to actively pursue 7 other potential business combination targets until April 21, 2021, at which point NextGen agreed to be subject to an exclusivity period with Vieco USA pursuant to the Term Sheet. During this process, NextGen’s management ultimately determined, and the NextGen board of directors agreed, that Vieco USA was the most attractive business combination target they had reviewed, and that the potential business combination with Vieco USA met the primary investment criteria that had been identified by management, as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “BCA Proposal — NextGen’s Board of Directors’ Reasons for the Business Combination” for additional information. For that reason, management decided not to further pursue the other potential business combination targets it had considered.

Vieco USA was initially introduced to NextGen on March 25, 2021 via teleconference with Credit Suisse, in their capacity as Vieco USA’s financial advisor. During such teleconference, Credit Suisse indicated Vieco USA was interested in entering into discussions with NextGen. Later that day, NextGen executed a non-disclosure agreement (the “Confidentiality Agreement”) with Vieco USA. After the Confidentiality Agreement was executed, Vieco USA began providing preliminary confidential information to NextGen regarding Vieco USA and its subsidiaries and their collective business operations.

On March, 25, 2021, NextGen engaged Goldman Sachs to provide M&A advisory services on the potential business combination.

From March 29, 2021 through mid-April 2021, representatives of NextGen held multiple meetings via teleconference and video teleconference and exchanged e-mails with representatives of Vieco USA to discuss Vieco USA’s business operations, including financial information, portfolio of commercial services, technology, commercial strategy, competitive positioning, market opportunity, and the terms of a potential business combination transaction between the parties, including valuation and valuation methodology, subject to further due diligence review of Vieco USA and its business operations by representatives of NextGen.

On March 29, 2021, representatives of NextGen (including George Mattson and Gregory Summe) and representatives of Vieco USA (including Dan Hart, Jim Simpson, and Brita O’Rear) first met in an introductory meeting via videoconference. Vieco USA’s management provided an introductory presentation on Vieco USA that discussed Vieco USA’s corporate history, portfolio of commercial services, competitive positioning and financial summary.

On March 31, 2021, NextGen held a meeting via video teleconference with all of the members of the NextGen board of directors in addition to members of NextGen’s management team, NextGen’s senior advisors and representatives of Goldman Sachs. During the meeting, Gregory Summe, George Mattson, and Patrick Ford provided the members of the NextGen board with a general overview of the pipeline process, including the opportunity for a potential business combination with Vieco USA.

From April 1, 2021 through mid-April 2021, representatives of NextGen and of Vieco USA and their respective advisors held multiple conference calls to discuss the proposed terms of a non-binding term sheet, in addition to the parties’ perspectives on, among other things, the PIPE Investment and subjecting a portion of securities held by the Sponsor to vesting restrictions upon Closing. On April 9, 2021, representatives of NextGen e-mailed to Credit Suisse, as representatives of Vieco USA, a draft of the non-binding term sheet (the “Draft Term Sheet”). NextGen and Vieco USA and their respective representatives then exchanged comments in negotiating the Draft Term Sheet on matters including, among other things, Vieco USA’s enterprise value, target PIPE investment, certain conditions related to the participants in the PIPE Investment, vesting provisions with respect to certain securities held by the Sponsor, and representation on Vieco USA’s board of directors.

On April 1, 2021, representatives of NextGen and of Vieco USA held a meeting via videoconference to discuss follow-up due diligence matters submitted by NextGen related to Vieco USA’s financial model, business plan, and accounting. From April 1, 2021 through mid-April 2021, the NextGen team continued to conduct due diligence as documents were uploaded on a rolling basis to the virtual data room and subsequent requests for production were made to the Vieco USA team and its advisors.

Beginning on April 5, 2021 and running through June 2021, NextGen conducted extensive commercial diligence, which included (i) a detailed review of material contracts, including purchase orders, supplier agreements, engineering agreements, independent contractor agreements and other strategic alliance contracts, (ii) multiple meetings via teleconference or videoconference with key customers of Vieco USA, including Arqit, SatRevolution, and DIU, and written correspondence with NASA (iii) a detailed review of the launch pipeline, supply chain and Vieco USA’s competitive positioning across business segments, (iv) continued review of the financial forecasts of Vieco USA, (v) a visit to Vieco USA’s Long Beach, California manufacturing facility on April 5, 2021, and (vi) a visit to Vieco USA’s launch site in Mojave, California on June 29 and 30, 2021, including a tour of Cosmic Girl, a walkaround of a pre-launch LauncherOne, and a customer reception from initial take-off through successful payload deployment in orbit.

On April 20, 2021, following additional discussion among the parties of the terms of a potential business combination transaction involving NextGen and Vieco USA, NextGen and Vieco USA agreed on a final version of the Draft Term Sheet (the “Term Sheet”).

Effective as of April 21, 2021, Mr. Mattson and Mr. Summe, on behalf of NextGen, and Mr. Hart, on behalf of Vieco USA, executed the agreed non-binding Term Sheet regarding a potential business combination transaction (subject to due diligence and negotiation of definitive agreements) involving NextGen and Vieco USA, which reflected an enterprise value range of $3.1 to 3.6 billion, with no adjustment for Vieco USA’s cash or debt, and subject to further diligence, and which contemplated that a newly formed, wholly owned subsidiary of NextGen would merge with and

into Vieco USA with Vieco USA surviving. Pursuant to the Term Sheet, the total merger consideration would consist of a number of newly issued ordinary shares of NextGen at the Closing, valued at $10.00 per share, in aggregate in an amount equal to the final enterprise value ascribed to Vieco USA by the parties, or if requested by Vieco USA, a portion of the consideration would consist of cash paid to certain equity holders of Vieco USA (to be selected by Vieco USA) in lieu of ordinary shares of NextGen if, in the aggregate, the cash remaining in the trust account after redemptions, and the PIPE Investment proceeds exceeded $500 million. Additionally, pursuant to the Term Sheet, NextGen would assume Vieco USA’s existing equity awards and adopt a customary equity incentive plan for incentive equity issuances after the Closing.

Pursuant to the Term Sheet:

•        The total size of the PIPE Investment was contemplated to be between $250 million and $300 million to be provided by the Sponsor Related PIPE Investors.

•        The parties agreed that the Virgin Orbit Board would be determined by Vieco USA, in consultation with NextGen, prior to the Closing, with one director designated by NextGen in its sole discretion and one director designated by NextGen reasonably acceptable to Vieco USA.

•        Each of Vieco USA and NextGen agreed to be subject to an exclusivity period from the date of the Term Sheet until the earlier of (i) the parties’ mutual agreement in writing to terminate the obligations contained in the Term Sheet, and (ii) June 5, 2021 (subject to extension).

•        Certain securities held by the Sponsor would be subject to vesting restrictions at share price thresholds of $12.50 and $15.00, and the size of each tranche of securities for each such threshold would be 50%.

Following the signing of the Term Sheet, Vieco USA provided certain of NextGen’s advisors with access to a detailed virtual data room. The NextGen team, alongside its advisors and consultants, began to work closely with the Vieco USA team to conduct more detailed cross-functional due diligence across the commercial, technology, legal, regulatory and other functional areas.

In addition to commercial diligence, NextGen also conducted due diligence on Vieco USA’s defense outlook. To assist with the defense due diligence, NextGen engaged a senior national security space expert. As part of the diligence process, the relevant NextGen advisors held multiple calls with Vieco USA which consisted of, among other things, a review of (i) Vieco USA’s defense strategy, (ii) Vieco USA’s LauncherOne technology in the context of defense alternatives, (iii) the benefits of Vieco USA’s approach to launch, and (iv) Vieco USA’s defense pipeline.

In addition to the above diligence matters, NextGen retained third-party consultants and advisors to conduct legal, regulatory, financial, tax and insurance due diligence. As part of its legal diligence, NextGen instructed its legal counsel, Skadden, to conduct certain legal diligence of Vieco USA’s corporate matters, material contracts, employment matters, real property, intellectual property, environmental and litigation matters. NextGen also engaged Jenner & Block LLP (“Jenner & Block”) to review Vieco USA’s government contracts, aerospace and regulatory matters and Johnson Winter & Slattery to review Australian regulatory matters. Following a preliminary review of the documents uploaded to the virtual data room, the NextGen team and its advisors and the Vieco USA team and its advisors held meetings via teleconference to address legal and regulatory diligence matters. Additional diligence calls were held between the NextGen team and its advisors and the Vieco USA team and its advisors on legal and diligence matters.

On April 28, 2021, representatives of Skadden, on behalf of NextGen, and representatives of Latham & Watkins, on behalf of Vieco USA, held a telephone conference call to discuss certain process matters including, among other things, the preparation of definitive transaction documents, legal due diligence, the PIPE Investment and related work streams.

In late April 2021, representatives of NextGen and its advisors held meetings via teleconference and video teleconference to discuss, among other things, updates in the capital markets, Vieco USA’s commercial pipeline, the total addressable market of Vieco USA’s businesses, Vieco USA’s technology, Vieco USA’s supply chain, and financial modeling in connection with the potential business combination.

On May 4, 2021, NextGen began working with a leading global consulting firm to conduct a comprehensive assessment of market size, competitive landscape and Virgin Orbit’s ability to compete across several markets, including commercial and civil launch, defense and space solutions. As part of the process, the consulting firm conducted

interviews with satellite operators, competitors, and former government officials, reviewed public and proprietary industry data, and Vieco USA’s internal data. During the month of May, the NextGen team and its advisors continued to conduct due diligence as documents were uploaded on a rolling basis to the virtual data room and subsequent requests for production were made to the Vieco USA team and its advisors. NextGen and its advisors also held meetings via teleconference and video teleconference to discuss, among other things, Vieco USA’s defense business and future outlook, the competitive dynamics of Vieco USA’s business in comparison to other industry participants, an overview of small satellite technology and applications, future development of Vieco USA’s LauncherOne rocket technology, financial and tax matters, and the applicable regulatory frameworks to Vieco USA’s businesses.

On June 3, 2021, NextGen and Vieco USA entered into an amendment to the Term Sheet (the “Term Sheet Extension”) pursuant to which NextGen and Vieco USA agreed to extend the exclusivity period under the Term Sheet until July 5, 2021.

On June 8, 2021, representatives of Skadden, on behalf of NextGen, e-mailed to representatives of Latham & Watkins, on behalf of Vieco USA, and counsel to the Placement Agents an initial draft of the form of Subscription Agreement based on the terms of the Term Sheet, as updated by subsequent discussions, pursuant to which the PIPE Investors would agree to purchase shares of Virgin Orbit common stock at $10.00 per share, with each such purchase being consummated substantially concurrently with the closing of the Merger, subject to the terms and conditions set forth therein. The parties negotiated the terms of the form of the Subscription Agreement, exchanging multiple drafts thereof, before an agreed upon draft of the form of the Subscription Agreement was posted to the virtual data room on August 4, 2021 to be viewed and commented on by the PIPE Investors. The principal terms negotiated related to, among other things, (i) whether and under what conditions the PIPE Investors would be able to refuse to consummate the transactions consummated by the Subscription Agreement and (ii) the terms and conditions of any registration rights to be granted to the PIPE Investors pursuant to the Subscription Agreements.

On June 11, 2021, representatives of Skadden, on behalf of NextGen, e-mailed to representatives of Latham & Watkins, on behalf of Vieco USA, an initial draft of the Merger Agreement based on the terms of the Term Sheet, as updated by subsequent discussions, which contemplated, among other things, that NextGen would domesticate as a Delaware corporation in connection with and prior to the Closing. The final documentation, including with respect to transaction structure, mechanics relating to the treatment in the Merger of certain of Vieco USA’s outstanding securities (such as Vieco USA’s options and stock appreciation rights), restrictions on the conduct of Vieco USA’s business between signing and Closing, obligations of the parties with respect to delivery of required approvals and preparation and submission of required filings, certain conditions to closing and termination rights of the parties, arrangements with Vieco USA’s officers and employees and certain other terms and conditions, the details of which were not fully addressed in the Term Sheet, required additional negotiation by the parties. See the section entitled “BCA Proposal — The Merger Agreement” for additional information.

On June 15, 2021, NextGen held a meeting via video teleconference with all members of the NextGen board of directors, senior advisors, and NextGen’s management team and representatives of Goldman Sachs and Skadden. During the meeting, members of NextGen’s management team including Mr. Summe and Mr. Mattson, with assistance from NextGen’s advisors, provided the members of NextGen’s board of directors and senior advisors with (i) a summary of the due diligence conducted on Vieco USA to date, (ii) an overview of Dr. Ash Carter’s review of Vieco USA’s strategy for the defense sector, (iii) additional background on the commercial launch and space solutions industry and Vieco USA, and (iv) a benchmarking analysis of comparable companies in the commercial and civil launch and space solutions sectors. Following the discussion, questions of NextGen’s board of directors and senior advisors were addressed.

Beginning on June 21, 2021, representatives of Goldman Sachs and Credit Suisse, in their capacity as placement agents for the PIPE Investment (the “Placement Agents”), began contacting a limited number of potential PIPE Investors, each of whom agreed to maintain the confidentiality of the information received pursuant to customary non-disclosure agreements or arrangements, to discuss Vieco USA, the proposed business combination and the PIPE Investment and to determine such investors’ potential interest in participating in the PIPE Investment. Over the next several weeks, representatives of NextGen, Vieco USA, Goldman Sachs and Credit Suisse participated in various virtual meetings with prospective participants in the PIPE Investment.

On June 25, 2021, following additional discussion among the parties, representatives of Latham & Watkins, on behalf of Vieco USA, e-mailed to representatives of Skadden, on behalf of NextGen, a revised draft of the Merger Agreement, which included, among other things, certain changes to the treatment of Vieco USA Options as a result of the proposed business combination and to certain representations and warranties and covenants.

During the month of June, the NextGen team and its advisors continued to conduct due diligence as documents were uploaded on a rolling basis to the virtual data room and subsequent requests for production were made to the Vieco USA team and its advisors. NextGen and its advisors also held meetings via teleconference and video teleconference to discuss, among other things, Vieco USA’s financial forecast. Separate debrief sessions were held between NextGen and its senior national security expert and leading global consulting firm to review key learnings and takeaways from their respective engagements.

On July 9, 2021, following additional discussion among the parties, representatives of Skadden, on behalf of NextGen, e-mailed to representatives of Latham & Watkins, on behalf of Vieco USA, a further revised draft of the Merger Agreement, which included, among other things, certain changes to the exchange procedures and mechanics relating to the treatment in the Merger of certain of Vieco USA’s outstanding securities (such as Vieco USA Options and stock appreciation rights).

On July 13, 2021, representatives of Latham & Watkins, on behalf of Vieco USA, e-mailed to representatives of Skadden, on behalf of NextGen, initial drafts of the forms of certificate of incorporation and bylaws for the combined company to be adopted by NextGen in connection with the consummation of the proposed business combination, the terms of which the parties continued to negotiate, exchanging multiple drafts prior to the execution of the Merger Agreement on August 22, 2021, to which the agreed forms of the Proposed Certificate of Incorporation and Proposed Bylaws were attached as exhibits. See the section entitled “Organizational Documents Proposals” for additional information.

On July 13, 2021, representatives of Latham & Watkins, on behalf of Vieco USA, e-mailed to representatives of Skadden, on behalf of NextGen, an initial draft of the form of the Amended and Restated Registration Rights Agreement based on the terms of the Term Sheet, as updated by subsequent discussions, pursuant to which, among other things, NextGen would agree to register for resale, pursuant to Rule 415 under the Securities Act, certain equity securities of NextGen (after the Domestication) that are held by the parties thereto from time to time. Between July 13, 2021 and August 22, 2021, representatives of Latham & Watkins and Skadden negotiated the terms of the Amended and Restated Registration Rights Agreement, exchanging multiple drafts thereof. The primary terms discussed related to, among other things, the size requirements and other conditions of the demand rights thereunder. The final terms to the Registration Rights Agreement were agreed upon by the parties on August 22, 2021 and were attached as exhibits to the Merger Agreement. See “— Related Agreements — Registration Rights Agreement” for additional information.

On July 20, 2021, NextGen and Vieco USA entered into an amendment to the Term Sheet pursuant to which NextGen and Vieco USA agreed to extend the exclusivity period under the Term Sheet until August 23, 2021.

On July 20, 2021, representatives of Skadden, on behalf of NextGen, e-mailed to representatives of Latham & Watkins, on behalf of Vieco USA, an initial draft of a Sponsor Support Agreement, to be entered into by Vieco USA, NextGen, the Sponsor and the Sponsor Parties, and an initial draft of a Vieco USA Stockholder Support Agreement, to be entered into by Vieco USA, NextGen and the Requisite Vieco USA Stockholder. Pursuant to the Sponsor Support Agreement, among other things, the Sponsor and the Sponsor Parties would agree to vote in favor of the Merger Agreement and the transactions contemplated thereby and waive their respective redemption rights in connection with the consummation of the proposed business combination with respect to any ordinary shares held by them. Pursuant to the Vieco USA Stockholder Support Agreement, among other things, the Requisite Vieco USA Stockholder would agree to approve and adopt the Merger Agreement and the transactions contemplated thereby. Over the course of the next several days, the parties continued to negotiate the terms of the Sponsor Support Agreement and the Vieco USA Stockholder Support Agreement, exchanging multiple drafts before agreed final versions of the Sponsor Support Agreement and Vieco USA Stockholder Support Agreement were executed by the parties to such agreements on August 22, 2021. The principal terms of the Sponsor Support Agreement being negotiated during such time included those related to the obligations of the Sponsor and the Sponsor Parties with respect to voting the ordinary shares held by it, lock-up provisions, restrictions on modifying or amending affiliate agreements and certain vesting and forfeiture restrictions on certain securities held by the Sponsor. The principal terms of the Vieco USA Stockholder Support Agreement being negotiated during such time included those related to the obligations of the Requisite Vieco

USA Stockholder to provide the approvals set forth therein, vesting triggers for unvested Sponsor securities, and the terms governing the lock-up provision. See the sections entitled “BCA Proposal — Related Agreements — Sponsor Support Agreement” and “BCA Proposal — Related Agreements — Stockholder Support Agreement” for additional information.

On July 23, 2021, representatives of Latham & Watkins, on behalf of Vieco USA, e-mailed to representatives of Skadden, on behalf of NextGen, a revised draft of the Merger Agreement, which included, among other things, (i) certain changes to the treatment of Vieco USA stock appreciation rights and (ii) certain changes to the representations and warranties of Vieco USA and NextGen.

On August 7, 2021, representatives of Skadden, on behalf of NextGen, e-mailed to representatives of Latham & Watkins, on behalf of Vieco USA, a revised draft of the Merger Agreement, which included, among other things, (i) certain changes relating to Vieco USA’s obligations with respect to the operation of its business in the ordinary course between signing and closing, (ii) certain changes to the representations and warranties and covenants of Vieco USA and NextGen and (iii) certain changes to the termination provisions.

Between August 8, 2021 and August 22, 2021, representatives of Skadden, on behalf of NextGen, received comments to the form of Subscription Agreement from the PIPE Investors, negotiated the terms of the form of the Subscription Agreement and prepared substantially similar forms of the Subscription Agreement to the form of the Subscription Agreement filed with the Current Report on Form 8-K by NextGen (the “Other Subscription Agreements”) for certain of the PIPE Investors, including the Sponsor Related PIPE Investors and the Vieco USA PIPE Investors. Comments received and negotiated by representatives of Skadden, on behalf of NextGen, with the PIPE Investors and their respective advisors, included, among other things (i) certain conditions to closing, (ii) the terms of the registration rights included therein and (iii) the representations and warranties of NextGen and the PIPE Investors. After taking into account comments from the prospective PIPE Investors and discussing such comments with representatives of Latham & Watkins, on behalf of Vieco USA, and representatives of Sullivan and Cromwell LLP (“Sullivan & Cromwell”), on behalf of the Placement Agents, on each of August 19, 2021 and August 21, 2021, representatives of Skadden, on behalf of NextGen, e-mailed to representatives of Latham & Watkins, on behalf of Vieco USA, and counsel to the Placement Agents, a revised draft of the form of Subscription Agreement to be posted to the data room. On August 19, 2021, Credit Suisse, on behalf of Vieco USA, posted to the data room an extended financial forecast for Vieco USA (the “Extended Financial Forecast”). On August 22, 2021, representatives of Skadden, on behalf of NextGen, e-mailed to representatives of Latham & Watkins, on behalf of Vieco USA, representatives of Sullivan & Cromwell, on behalf of the Placement Agents, and representatives of Goldman Sachs an updated form of the Subscription Agreement and forms of the Other Subscription Agreements agreed by NextGen, Vieco USA and the Placement Agents. Representatives of Skadden, on behalf of NextGen and representatives of Latham & Watkins, on behalf of Vieco USA, provided such updated form of Subscription Agreement to the prospective PIPE Investors. Certain terms of the forms of Subscription Agreement were further negotiated between the representatives of each of Skadden and Latham & Watkins and counsel to the Placement Agents, on behalf of their respective clients, and certain PIPE Investors, including by their respective advisors, before the execution of the Subscription Agreements by such PIPE Investors on August 22, 2021. See “— Related Agreements — Subscription Agreements” for additional information.

On August 12, 2021, representatives of Latham & Watkins, on behalf of Vieco USA, e-mailed to representatives of Skadden, on behalf of NextGen, a revised draft of the Merger Agreement, which included, among other things, certain changes to the representations and warranties and covenants of Vieco USA and NextGen.

On August 15, 2021, representatives of Skadden, on behalf of NextGen, e-mailed to representatives of Latham & Watkins, on behalf of Vieco USA, a revised draft of the Merger Agreement, which included, among other things, (i) certain changes relating to Vieco USA’s obligations with respect to the operation of its business in the ordinary course between signing and Closing, (ii) certain changes to the representations and warranties of Vieco USA and NextGen and (iii) certain changes to the conditions to Closing.

On August 16, 2021, representatives of Latham & Watkins, on behalf of Vieco USA, e-mailed to representatives of Skadden, on behalf of NextGen, a revised draft of the Merger Agreement, which included, among other things, (i) certain changes to the conditions to Closing and (ii) certain changes to the representations and warranties and covenants of Vieco USA and NextGen.

On August 16, 2021, a representative of VEL, e-mailed to representatives of Skadden a draft Deed of Novation, Amendment and Restatement (the “Novation Deed”), relating to an existing trademark license agreement (granting to Virgin Orbit, LLC certain rights to use certain VIRGIN marks that are legally and beneficially owned by VEL), which would be novated to NextGen and amended and restated in full in the form attached as an annex thereto with effect from and after the consummation of the proposed business combination, which VEL stated was in agreed form following negotiations between VEL and Virgin Orbit, LLC. Representatives of Skadden, on behalf of NextGen, and representatives of VEL negotiated certain changes to such agreed form (relating to the general scope of the license and to the treatment of withholding taxes) during the week of August 16, 2021 prior to the execution of the Novation Deed on August 22, 2021. See “— Related Agreements — Trademark License Agreement” for additional information.

On August 18, 2021, representatives of Skadden, on behalf of NextGen, e-mailed to representatives of Latham & Watkins, on behalf of Vieco USA, a revised draft of the Merger Agreement, which included, among other things, (i) certain changes to the covenants of Vieco USA, namely, for the divestiture of shares in an Australian company prior to Closing and (ii) certain changes to the conditions to Closing.

During the second half of June to the first half of August, representatives of NextGen and Vieco USA held meetings with new institutional investors which were largely set up by the Placement Agents. Ultimately, after receiving investor feedback as part of the PIPE process, Vieco USA and NextGen agreed to set the pre-transaction enterprise valuation at $3.1 billion and to reduce the gross proceeds to be raised in the PIPE to $100 million and to reduce the minimum cash required to be available upon the closing of the proposed business combination to $200 million after deducting NextGen’s transaction expenses, including deferred underwriting commissions, which condition would be for the mutual benefit of Vieco USA and NextGen.

On August 18, 2021, after discussion between representatives of Vieco USA and NextGen, it was agreed that if, after the deadline for exercising redemption rights has passed in connection with the extraordinary general meeting, the sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is reasonably expected to be less than $200.0 million, then, at or prior to the Closing, Virgin Investments Limited, a company limited by shares under the laws of the British Virgin Islands, and its affiliates (collectively, “VIL”) will have the right (but not the obligation) to purchase up to $100.0 million of additional shares of Virgin Orbit common stock at a price per share of $10.00 (the aggregate dollar value of such purchase, the “Additional Equity Amount,” in substantially the same form and on substantially the same terms as the Subscription Agreements). If VIL elects to purchase such additional shares and the aggregate of the Trust Amount after the deadline for exercising redemption rights, the PIPE Investment Amount and the Additional Equity Amount equal or exceed $200.0 million, then the Minimum Cash Condition shall be deemed satisfied.

From August 20, 2021 through August 22, 2021, representatives of Skadden and Latham & Watkins continued to negotiate the terms of the Merger Agreement, exchanging multiple drafts thereof. The parties subsequently finalized the transaction documents (or forms thereof, as applicable) with respect to the proposed business combination based on the terms agreed upon by the parties and approved by their respective boards of directors, including the Vieco USA Stockholder Support Agreement, the Sponsor Support Agreement, the Subscription Agreements with the Sponsor Related PIPE Investors, the Vieco USA PIPE Investors and each of the Third-Party PIPE Investors, the Stockholders Agreement, the Amended TMLA and the Merger Agreement and the exhibits thereto.

On August 22, 2021, NextGen held a meeting via teleconference of all of the members of the NextGen board of directors in addition to representatives of Goldman Sachs, Rothschild & Co, Skadden and Maples. At the meeting, the senior management of NextGen provided an overview of the proposed business combination with Vieco USA as the proposed business combination target (including the rationale for the combined business) and updated NextGen’s board of directors regarding the final negotiations of the terms of the proposed business combination. A representative of Maples gave a presentation to the NextGen board of directors on the directors’ fiduciary duties under Cayman law. Representatives of Rothschild & Co provided an overview of the financial analyses summarized under the section entitled “BCA Proposal — Opinion of Rothschild & Co”, then delivered to the board of directors of NextGen its oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 22, 2021, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in Rothschild & Co’s written opinion, the Aggregate Consideration (as defined in the section entitled “BCA Proposal — Opinion of Rothschild & Co”), payable pursuant to the Merger Agreement was fair, from a financial point of view, to NextGen. Following the delivery of Rothschild & Co’s oral opinion, NextGen’s board of directors, with the assistance of Skadden, discussed and reviewed the proposed business combination, including Vieco USA as

the proposed business combination target, the terms and conditions of the Merger Agreement and the key ancillary agreements (copies of all of which were provided to all of the members of the board of directors of NextGen in advance of the meeting), the potential benefits of, and risks relating to the proposed business combination and the reasons for entering into the Merger Agreement and the proposed timeline for finalizing the definitive transaction agreements and announcing the proposed business combination. See the section entitled “BCA Proposal — NextGen’s Board of Directors’ Reasons for the Business Combination” for additional information related to the factors considered by NextGen’s board of directors in approving the Business Combination. At the conclusion of the presentations, NextGen’s board of directors unanimously determined, among other things, that the BCA Proposal is in the best interests of NextGen and its shareholders and recommended that its shareholders vote “FOR” the adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination.

Later on August 22, 2021, following the NextGen board meetings, NextGen, Vieco USA, and the Merger Sub executed the Merger Agreement. Concurrent with the execution of the Merger Agreement, NextGen also entered into the Vieco USA Stockholder Support Agreement, the Sponsor Support Agreement, the Deed of Novation and the Subscription Agreements, in each case, with the applicable other parties thereto. See the section entitled “BCA Proposal — Related Agreements — Stockholder Support Agreement” for additional information.

On August 23, 2021, NextGen and Vieco USA issued a joint press release announcing the execution of the Merger Agreement, which NextGen filed with a Current Report on Form 8-K along with an investor presentation prepared by members of NextGen’s and Vieco USA’s management team and used in connection with meetings with existing NextGen shareholders and other persons regarding Vieco USA and the Business Combination along with the Extended Financial Forecast. Other exhibits filed with such Current Report included the executed Merger Agreement, the form of the Subscription Agreement, the form of the Sponsor Support Agreement, the form of the Vieco USA Stockholder Support Agreement, the form of the Stockholders Agreement and the form of the Registration Rights Agreement.

NextGen’s Board of Directors’ Reasons for the Business Combination

On August 22, 2021, the NextGen board of directors (i) determined that it is advisable for NextGen to enter into the Merger Agreement and the documents contemplated thereby, (ii) approved the execution and delivery of the Merger Agreement and the documents and transactions contemplated thereby, and (iii) recommended the adoption and approval of the Merger Agreement and the other documents and transactions contemplated thereby by NextGen’s shareholders. In evaluating the Business Combination and making these determinations and this recommendation, the NextGen board of directors consulted with NextGen’s senior management and considered a wide variety of factors.

In light of the complexity of those factors, NextGen’s board of directors as a whole did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching the directors’ respective decisions. Individual members of NextGen’s board of directors may have given different weight to different factors. This explanation of NextGen’s reasons for the board of directors’ approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The NextGen board of directors and management considered the general criteria and guidelines that NextGen believed would be important in evaluating prospective target businesses as described in the prospectus for NextGen’s initial public offering. The NextGen board of directors also considered that they could enter into a business combination with a target business that does not meet those criteria and guidelines. In the prospectus for its initial public offering, NextGen stated that it intended to focus primarily on acquiring a company or companies exhibiting some of the following criteria and guidelines:

(i)     have a leading position in an attractive industry;

(ii)    ability to drive growth through the enablement or scaling of technology;

(iii)   exhibit long-term growth prospects, with the potential to grow both organically and through acquisitions;

(iv)   generate stable free cash-flow;

(v)    have multiple, diverse potential drivers of revenue growth and in segments of established markets with attractive, long-term growth potential supported by secular tailwinds;

(vi)   are fundamentally sound companies that are underperforming their potential but which may offer compelling value;

(vii)  offer the opportunity for NextGen’s management team to partner with established management teams or business owners to achieve long-term strategic and operational excellence;

(viii) exhibit unrecognized value or other characteristics that NextGen believes have been misevaluated by the marketplace based on NextGen’s analysis and due diligence review, desirable returns on capital, and a need for capital to achieve the company’s growth strategy;

(ix)   will offer the potential for an attractive risk-adjusted return for NextGen’s shareholders;

(x)    can benefit from being, and are prepared to be, a publicly owned company with access to broader capital markets to help achieve the company’s business strategy and capital structure needs; and

(xi)   the presence of a catalyst or strategic action that can create shareholder value.

In considering the Business Combination, the NextGen board of directors determined that the Business Combination was an attractive business opportunity and met several of the criteria and guidelines above, although not weighted or in any order of significance.

More specifically, the NextGen board of directors considered the following factors:

•        Vieco USA and the Business Combination.    The NextGen board of directors considered the following factors related to Vieco USA and the Business Combination, which are based on diligence conducted by NextGen and its advisors, and on information that Vieco USA has provided to NextGen:

•        Vieco USA’s Large and Growing Addressable Market.    The global market for space is estimated to be approximately $1.1 trillion by 2040, with continuing growth anticipated to be fueled by significantly smaller, lower cost and more capable satellites, increasing importance for national and international security interests and burgeoning space-based internet of things (IoT) and earth observations (EO) applications. Advancing technology has spurred an evolution of the space industry, allowing for an expanded range of applications for small satellites with improved capabilities, while simultaneously reducing satellite and launch costs to lower the barriers of entry on space. The continuing advancements in technology and expanding capabilities of small satellite applications are expected to drive growth in the commercial and civil launch, national security and space-based connectivity solutions segments.

•        Vieco USA’s track record of successful commercial launches.    In 2021 through August, Vieco USA has twice delivered revenue generating payloads into orbit on behalf of its customers.

•        Vieco USA’s Multiple Avenues to Accelerate Growth Opportunities.    Vieco USA’s balanced portfolio of space offerings creates multiple growth opportunities in commercial and defense satellite launches and space-based connectivity solutions, while leveraging core capabilities across segments on behalf of its diverse and global customers.

•        Vieco USA’s Strategic Position.    Vieco USA’s highly differentiated air launch technology enables it provide customers dedicated small satellite launch capabilities. Vieco USA’s unique offering of launching its rockets from approximately 35,000 feet creates the lowest unit cost per kilogram payload, complete mobility, a fully reusable launch stage and range independence. Furthermore, Vieco USA’s launch method creates minimal environmental impact on surrounding areas, emitting approximately 90% less carbon onto local areas and resulting in approximately 94% less sound pollution than ground launched rockets. Vieco USA’s unique capabilities position it to provide specific offerings beyond those capable by many of its competitors.

•        Advanced Manufacturing and Automation.    Vieco USA’s advanced manufacturing and automation allow for low-cost and flexible production of its LauncherOne Rocket, with over 90% of each

rocket built in-house at Vieco USA’s facility in Long Beach, California. Vieco USA’s utilization of automated composite fabrication and its strategic relationship with DMG Mori leveraging advanced manufacturing both reduces production time from month to days and significantly reduces cycle time.

•        Experienced Management Team.    The NextGen board of directors believes that Vieco USA’s management team has extensive experience in key aspects of the space, satellite launch and space solutions sectors. Vieco USA’s management team is led by Dan Hart, who serves as Chief Executive Officer, and executives with experience from leading companies such as Boeing, Saturn, Aerojet Rocketdyne and Loral. We expect that Vieco USA executives will continue with the combined company following the Business Combination. For additional information regarding Virgin Orbit’s executive officers, see the section entitled “Management of Virgin Orbit Following the Business Combination — Executive Officers.”

•        Attractive Entry Valuation.    Virgin Orbit will have an anticipated initial pre-transaction enterprise value of $3.2 billion, which is based on a variety of assumptions, including, without limitation, no redemptions by NextGen’s public shareholders, implying a 2.1x multiple of 2025 projected revenue. After the completion of the Business Combination, the majority of the net proceeds from NextGen’s trust account and the PIPE Investment are expected to be held on Virgin Orbit’s balance sheet to fund operations, scale manufacturing and support continued growth into new services and geographical markets.

•        Best Available Opportunity.    The NextGen board of directors determined, after a thorough review of other business combination opportunities reasonably available to NextGen, that the proposed Business Combination represents the optimal potential business combination for NextGen based upon the process utilized to evaluate and assess other potential acquisition targets, and the NextGen board of directors’ belief that such processes had not presented a better alternative.

•        Continued Ownership By Sellers.    The NextGen board of directors considered that Vieco USA’s existing stockholders would be receiving a significant amount of Virgin Orbit’s common stock in the proposed Business Combination and that the existing stockholders of Vieco USA are “rolling over” their existing equity interests in Vieco USA into equity interests in Virgin Orbit, which, after including the PIPE Investment by Vieco USA PIPE Investor, would represent approximately 82.4% of the pro forma fully diluted share ownership of the combined company after Closing based on VO Holdings’ capitalization as of September 10, 2021, assuming that (i) no additional issuance of VO Holdings common stock from the continued funding by Vieco 10 or VO Holdings Options exercises, (ii) no public shareholders exercise their redemption rights in connection with the Business Combination, (iii) Vieco USA does not exercise the Cash Election, (iv) no forfeitures of any shares or warrants of Virgin Orbit common stock in connection with the Sponsor Earnback Shares and Sponsor Earnback Warrants and (v) Virgin Orbit sells and issues 10,000,000 shares of Virgin Orbit common stock to the PIPE Investors pursuant to the PIPE Investment. The Third-Party PIPE Investors have agreed to purchase 4,000,000 shares of Virgin Orbit common stock, at $10.00 per share, for approximately $40,000,000 of gross proceeds. The Sponsor Related PIPE Investors have agreed to purchase 1,500,000 shares of Virgin Orbit common stock, at $10.00 per share, for approximately $15,000,000 of gross proceeds. The Vieco USA PIPE Investors, including VIL and Aabar Space Inc., have agreed to purchase 4,500,000 shares of Virgin Orbit common stock, at $10.00 per share, for approximately $45,000,000 of gross proceeds. In addition, if, after the deadline for exercising redemption rights has passed in connection with the extraordinary general meeting, the sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is reasonably expected to be less than $200.0 million, then, at or prior to the Closing, VIL will have the right (but not the obligation) to purchase up to $100.0 million of additional shares of Virgin Orbit common stock at a price per share of $10.00. If the actual facts are different from these assumptions, the percentage ownership retained by Vieco USA’s existing stockholders (following the Pre-Closing Restructuring) in the combined company will be different.

Further, all of the net proceeds to be delivered to the combined company in connection with the Business Combination (including from NextGen’s trust account and from the PIPE Investment) are expected to remain on the balance sheet of the combined company after Closing in order to fund Vieco USA’s existing operations and support new and existing growth initiatives. If there are significant redemptions by public shareholders and if VIL does not exercise its right to purchase additional shares of Virgin Orbit common stock, then the Minimum Cash Condition may not be satisfied. In the event

and NextGen waive the Minimum Cash Condition. If Vieco USA and NextGen waive the Minimum Cash Condition, each PIPE Investor may claim to have the option to cancel its respective purchase commitment under its Subscription Agreement, which, to the extent such claim is successful and such option is exercised, would lead to a reduction in the PIPE Investment Amount, resulting in fewer net proceeds available to Virgin Orbit following the consummation of the Business Combination and as a result, would likely require Virgin Orbit to obtain additional financing in order to fund its planned operations to the point where Virgin Orbit’s business is generating positive cash flows.

•        Investment by Third-Parties.    The NextGen board of directors considered that certain third parties, including top-tier institutional and strategic investors, are investing $40.0 million in the combined company through the purchase of 4,000,000 shares pursuant to the PIPE Investment, comprised of Boeing, AE Industrial Partners LP and affiliates of Park West Asset Management LLC. Although the $40.0 million investment by the Third-Party PIPE Investors is less than the amount contemplated in the Term Sheet, the NextGen board of directors considered the investment by key strategic and top-tier institutional investors as another strong sign of confidence in Virgin Orbit following the Business Combination and the benefits to be realized as a result of the Business Combination.

•        Results of Due Diligence.    In addition to conducting legal, regulatory, financial, tax and insurance due diligence, NextGen worked with highly qualified third-party consultants, a senior National Security space expert and a leading global consulting firm, to conduct defense and commercial (including on the civil launch, defense and space solutions sectors) due diligence on Vieco USA. The NextGen board of directors considered the scope of the due diligence investigation conducted by NextGen’s senior management, third-party consultants and outside technical, legal, regulatory, financial, tax, and insurance advisors and evaluated the results thereof and information available to it related to Vieco USA, including:

•        extensive virtual meetings, site visits and calls with Vieco USA’s management team regarding its operations, projections and the proposed transaction;

•        multiple virtual meetings, site visits, and calls with top customers and partners regarding Vieco USA’s product performance, technology, and prospects; and

•        review of materials related to Vieco USA and its business, made available by Vieco USA, including financial statements, material contracts, key metrics and performance indicators, benefit plans, employee compensation and labor matters, intellectual property matters, real property matters, information technology, privacy and personal data, litigation information, environmental matters, export control and cybersecurity matters, FAA, FCC, FIRB, NSIA and other regulatory and compliance matters and other legal and business diligence.

•        Terms of the Merger Agreement.    The NextGen board of directors reviewed and considered the terms of the Merger Agreement and the related agreements including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate such agreements under the circumstances described therein. See the section entitled “BCA Proposal” for detailed discussions of the terms and conditions of these agreements.

•        The Role of the Independent Directors.    In connection with the Business Combination, NextGen’s independent directors, Ms. Melina E. Higgins, Mr. Jeffrey M. Moslow and Mr. Josef H. von Rickenbach evaluated the proposed terms of the Business Combination, including the Merger Agreement and the related agreements, and unanimously approved, as members of the NextGen board of directors, the Merger Agreement and the related agreement and the transactions contemplated thereby, including the Business Combination.

•        Opinion of Rothschild & Co.    The board of directors of NextGen also considered the opinion dated August 22, 2021, of Rothschild & Co to the board of directors of NextGen that as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in Rothchild & Co’s written opinion, the Aggregate Consideration (as defined in the section entitled “BCA Proposal — Opinion of Rothschild & Co”), payable pursuant to the Merger Agreement was fair, from a financial point of view, to NextGen as more fully described below in the section entitled “BCA Proposal — Opinion of Rothschild & Co” and the full text of the written opinion is attached as Annex L.

The NextGen board of directors also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

•        Potential Inability to Complete the Merger.    The NextGen board of directors considered the possibility that the Business Combination may not be completed and the potential adverse consequences to NextGen if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. They considered the uncertainty related to the Closing, including due to closing conditions primarily outside of the control of the parties to the transaction (such as the need for stockholder and antitrust approval). The Merger Agreement and the Sponsor Support Agreement each also include exclusivity provisions that prohibit NextGen, the Sponsor and certain of their respective affiliates from soliciting other business combination proposals on behalf of NextGen, which restricts NextGen’s ability to consider other potential business combinations until the earlier of the termination of the Merger Agreement or the consummation of the Business Combination.

The consummation of the Merger is conditioned upon satisfaction of the Minimum Cash Condition. Assuming redemptions do not exceed the maximum redemptions scenario described elsewhere in this proxy statement/prospectus, NextGen will be able to satisfy the Minimum Cash Condition based on the proceeds it will receive from the PIPE Investment, together with remaining funds left in NextGen’s trust account after taking into account the redemptions and estimated transaction costs incurred by NextGen in connection with the Business Combination of $32.4 million, including the deferred underwriting commissions from the NextGen’s initial public offering of $13.4 million. The maximum redemptions scenario assumes that 25,021,858 public shares of NextGen’s Class A ordinary shares are redeemed for an aggregate payment of $250.2 million, which is derived from the number of shares that could be redeemed based on an assumed redemption price of approximately $10.00 per share. Based on recent market trends, in the event that NextGen’s stock price is at, around or below $10.00 per share during the redemption period, there will likely be significant redemptions in excess of the maximum redemptions scenario. The NextGen board of directors considered the risk that a significant portion of the current public shareholders of NextGen would redeem their public shares for cash in connection with consummation of the Business Combination and that the $100.0 million PIPE Investment was significantly smaller than the $250.0 million to $300.0 million PIPE Investment contemplated in the Term Sheet, thereby reducing, in each case, the amount of cash available to Virgin Orbit following the consummation of the Business Combination and potentially requiring Vieco USA and NextGen to waive the Minimum Cash Condition under the Merger Agreement in order for the Business Combination to be consummated.

If, after the deadline for exercising redemption rights has passed in connection with the extraordinary general meeting, the sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is reasonably expected to be less than $200.0 million, then, at or prior to the Closing, VIL will have the right (but not the obligation) to purchase up to $100.0 million of additional shares of Virgin Orbit common stock at a price per share of $10.00 (the aggregate dollar value of such purchase, the “Additional Equity Amount”). If VIL elects to purchase such additional shares and the aggregate of the Trust Amount after the deadline for exercising redemption rights, the PIPE Investment Amount and the Additional Equity Amount equal or exceed $200.0 million, then the Minimum Cash Condition will be deemed satisfied. If there are significant redemptions by public shareholders and if VIL does not exercise its right to purchase additional shares of Virgin Orbit common stock, then the Minimum Cash Condition may not be satisfied. In the event the Minimum Cash Condition is not satisfied, the Business Combination could not be consummated unless Vieco USA and NextGen waive the Minimum Cash Condition. If Vieco USA and NextGen waive the Minimum Cash Condition, each PIPE Investor may claim to have the option to cancel its respective purchase commitment under its Subscription Agreement, which, to the extent such claim is successful and such option is exercised, would lead to a reduction in the PIPE Investment Amount, resulting in fewer net proceeds available to Virgin Orbit following the consummation of the Business Combination and as a result, would likely require Virgin Orbit to obtain additional financing in order to fund its planned operations to the point where Virgin Orbit’s business is generating positive cash flows.

•        Vieco USA’s Business Risks.    The NextGen board of directors considered that NextGen shareholders would be subject to the execution risks associated with Virgin Orbit if they retained their public shares following the Closing, which were different from the risks related to holding public shares of NextGen prior to the Closing. In this regard, the NextGen board of directors considered that there were risks associated with successful implementation of Virgin Orbit’s long term business plan and strategy and Virgin Orbit realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control such as the potential negative impact, including the potential impact of the COVID-19 pandemic and related macroeconomic uncertainty. The NextGen board of directors considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that NextGen shareholders may not fully realize the anticipated benefits to the extent that they expected to retain the public shares following the completion of the Business Combination. For additional description of these risks, please see the section entitled “Risk Factors.”

•        Post-Business Combination Corporate Governance; Terms of the Stockholders’ Agreement.    The NextGen board of directors considered the corporate governance provisions of the Merger Agreement, the Stockholders’ Agreement and the Proposed Organizational Documents and the effect of those provisions on the governance of the Company following the Closing. In particular, they considered that the Requisite Vieco USA Stockholder will individually control shares representing a majority of the total outstanding shares of Virgin Orbit common stock upon completion of the Business Combination. Even if the Requisite Vieco USA Stockholder was to control less than a majority of Virgin Orbit common stock, it will be able to influence the outcome of corporate actions so long as it owns a significant portion of outstanding shares of Virgin Orbit common stock. The Requisite Vieco USA Stockholder will have the right to designate directors to the Virgin Orbit Board for as long as it holds certain amounts of shares of the Virgin Orbit common stock and will have a right to approve or reject certain transactions involving Virgin Orbit. The NextGen board of directors was aware that these rights are not generally available to shareholders of NextGen, including shareholders that may hold a large number of shares. See the sections entitled “BCA Proposal — The Merger Agreement” and “— Related Agreements — Stockholders’ Agreement” for detailed discussions of the terms and conditions of the Merger Agreement and Stockholders’ Agreement.

Given that the existing stockholders of Vieco USA (following the Pre-Closing Restructuring) will collectively control shares representing a majority of Virgin Orbit’s total outstanding shares of common stock upon completion of the Business Combination, and that the Virgin Orbit Board will be classified following the Closing pursuant to the terms of the Proposed Organizational Document, the existing stockholders of Vieco USA may be able to elect future directors and make other decisions (including approving certain transactions involving Virgin Orbit and other corporate actions) without the consent or approval of any of NextGen’s current shareholders, directors or management team. See the section entitled “Organizational Documents Proposals” for detailed discussions of the terms and conditions of the Proposed Organizational Documents.

•        No Survival of Remedies for Breach of Representations, Warranties or Covenants of Vieco USA.    The NextGen board of directors considered that the terms of the Merger Agreement provide that NextGen will not have any surviving remedies against Vieco USA or its stockholders after the Closing to recover for losses as a result of any inaccuracies or breaches of the Vieco USA representations, warranties or covenants set forth in the Merger Agreement. The NextGen board of directors determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and the current stockholders of Vieco USA (following the Pre-Closing Restructuring) will be, collectively, the majority stockholders in Virgin Orbit.

•        Litigation.    The NextGen board of directors considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.

•        Fees and Expenses.    The NextGen board of directors considered the fees and expenses associated with completing the Business Combination.

•        Diversion of Management.    The NextGen board of directors considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Vieco USA’s business.

In addition to considering the factors described above, the NextGen board of directors also considered that:

•        Interests of NextGen’s Directors and Executive Officers.    NextGen’s directors and executive officers may have interests in the Business Combination as individuals that are in addition to, and may be different from, the interests of NextGen’s shareholders, as described in the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination.” However, NextGen’s board of directors concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for NextGen’s initial public offering and are included in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by NextGen with any other target business or businesses, and (iii) NextGen’s directors and executive officers hold equity interests in NextGen with value that, after the Closing, will be based on the future performance of Virgin Orbit’s common stock. In addition, NextGen’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the NextGen board of directors, the Merger Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

Based on its review of the foregoing considerations, the NextGen board of directors concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects NextGen shareholders will receive as a result of the Business Combination. The NextGen board of directors realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

The preceding discussion of the information and factors considered by the NextGen board of directors is not intended to be exhaustive but includes the material factors considered by the NextGen board of directors. In view of the complexity and wide variety of factors considered by the NextGen board of directors in connection with its evaluation of the Business Combination, the NextGen board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the different factors that it considered in reaching its decision. In addition, in considering the factors described above, individual members of the NextGen board of directors may have given different weight to different factors. The NextGen board of directors considered this information as a whole and overall considered the information and factors to be favorable to, and in support of, its determinations and recommendations.

This explanation of the NextGen board of directors’ reasons for its approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of Rothschild & Co

NextGen retained Rothschild & Co as its financial advisor in connection with its evaluation of the potential purchase of a material interest in Vieco USA or its businesses or assets through a sale or exchange of capital stock or assets, a merger, consolidation, or other business combination, including, without limitation, with respect to the Merger contemplated by the Merger Agreement. NextGen selected Rothschild & Co based on its qualifications and expertise. As part of its investment banking business, Rothschild & Co regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings and other transactions.

On August 22, 2021, at a meeting the board of directors of NextGen held to evaluate the proposed transaction contemplated by the Merger Agreement, Rothschild & Co delivered to the board of directors of NextGen its oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 22, 2021, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the Aggregate Consideration payable pursuant to the Merger Agreement was fair, from a financial point of view, to NextGen. “Aggregate Consideration” means (i) the number of shares of Virgin Orbit common stock

equal to the Exchange Ratio multiplied by the number of Vieco USA common stock, other than Treasury Shares (as defined in the Merger Agreement) and shares of Vieco USA common stock subject to Company Options (as defined in the Merger Agreement) or (ii) the sum of (A) the number of Virgin Orbit common stock equal to the Maximum Implied Stock Consideration minus a number of Virgin Orbit common stock equal to the Cash Consideration divided by $10.00, divided by the number of Aggregate Fully Diluted Vieco USA Common Shares multiplied by the number of shares of Vieco USA common stock, other than Treasury Shares and shares of Vieco USA common stock subject to Company Options and (B) the amount in cash equal to the Cash Consideration divided by the number of Aggregate Fully Diluted Vieco USA Common Shares multiplied by the number of shares of Vieco USA common stock, other than Treasury Shares and shares of Vieco USA common stock subject to Company Options, as applicable.

The full text of Rothschild & Co’s written opinion, dated August 22, 2021, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex L. The summary of Rothschild & Co’s opinion contained in Annex L is qualified in its entirety by reference to the full text of such opinion.

Rothschild & Co’s opinion was provided for the benefit of the board of directors of NextGen in connection with and for the purpose of its evaluation of the Merger contemplated by the Merger Agreement. Rothschild & Co’s opinion should not be construed as creating any fiduciary duty on Rothschild & Co’s part to any party. Rothschild & Co’s opinion was limited to the fairness, from a financial point of view, to NextGen of the Aggregate Consideration payable pursuant to the Merger Agreement, and Rothschild & Co was not asked to, nor did it, offer any opinion as to the terms, other than the Aggregate Consideration to the extent expressly set forth in its opinion, of the Merger Agreement or the Merger contemplated by the Merger Agreement, including, without limitation, the Domestication, the conversion of the NextGen Class A ordinary shares, NextGen Class B ordinary shares, NextGen warrants and NextGen units into the Virgin Orbit common stock and Virgin Orbit warrants, as applicable, the Vieco USA Pre-Closing Restructuring, the vesting and settlement of the Vieco USA stock appreciation rights, the conversion of the Vieco USA Options into the Virgin Orbit Options, the Vieco USA Stockholder Support Agreement, any redemption, the Sponsor Support Agreement, the Stockholders’ Agreement, the PIPE Investment, the Subscription Agreements, the Amended TMLA, the Registration Rights Agreement, or any ongoing obligations of NextGen or Vieco USA under the Merger Agreement or any other agreements. Rothschild & Co made no representation or warranty regarding the adequacy of the opinion or the analyses underlying the opinion for the purposes of NextGen’s compliance with the terms of its governing documents or the rules of any securities exchange. Rothschild & Co expressed no opinion as to what the value of Virgin Orbit common stock actually will be when issued pursuant to the Merger contemplated by the Merger Agreement or the price at which Virgin Orbit common stock or any other class of securities of NextGen would trade at any future time. In addition, Rothschild & Co did not express any opinion as to the underlying business decision of the board of directors of NextGen, NextGen, the holders of any securities of NextGen or any other party to engage in the Merger contemplated by the Merger Agreement or the relative merits of the Merger contemplated by the Merger Agreement as compared to any alternative transaction. Rothschild & Co’s opinion did not constitute a recommendation to the board of directors of NextGen or the board of directors of Vieco USA as to whether to approve the Merger contemplated by the Merger Agreement or a recommendation as to how any holder of Vieco USA common stock or NextGen ordinary shares or any other class of securities of Vieco USA or NextGen should vote or act with respect to the Merger contemplated by the Merger Agreement or any other matter, including whether any PIPE Investor should participate in the PIPE Investment and whether any holders of NextGen ordinary shares or any other class of securities of NextGen should redeem their NextGen ordinary shares or other securities pursuant to a redemption. In addition, Rothschild & Co was not asked by the board of directors of NextGen to address, nor did Rothschild & Co’s opinion address, (i) the fairness to, or any other consideration of, any holders of NextGen ordinary shares or Vieco USA common stock, or the holders of any other class of securities, or creditors or other constituencies of NextGen or Vieco USA; (ii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of NextGen, Vieco USA, or any class of such persons, whether relative to the Aggregate Consideration pursuant to the Merger Agreement or otherwise; or (iii) the fairness to NextGen or the PIPE Investors of the price per share of the Virgin Orbit common stock to be paid by the PIPE Investors in the PIPE Investment.

In connection with its opinion, Rothschild & Co, among other things:

•        reviewed a draft of the Merger Agreement dated August 19, 2021;

•        reviewed certain publicly available business and financial information that Rothschild & Co deemed to be generally relevant concerning Vieco USA and the industry in which it operates;

•        compared the proposed financial terms of the Merger contemplated by the Merger Agreement with the publicly available financial terms of certain transactions involving companies Rothschild & Co deemed generally relevant and the consideration paid in such transactions;

•        compared the financial and operating performance of Vieco USA with publicly available information concerning certain public companies Rothschild & Co deemed generally relevant, including data related to public market trading levels and implied trading multiples;

•        reviewed certain internal financial and operating information with respect to the business, operations and prospects of Vieco USA furnished to or discussed with Rothschild & Co by the management of Vieco USA;

•        reviewed the Financial Forecasts (as defined below in the section entitled “BCA Proposal — Unaudited Projected Financial Information”) provided by the management of NextGen and certain information relating to the expenses expected to result from the Merger contemplated by the Merger Agreement provided by the management of NextGen; and

•        performed such other financial studies and analyses and considered such other information as Rothschild & Co deemed appropriate for the purposes of its opinion.

In addition, Rothschild & Co held discussions with certain members of the management of each of Vieco USA and NextGen regarding the Merger contemplated by the Merger Agreement, the past and current business operations and financial condition and prospects of Vieco USA, the Financial Forecasts and certain other matters Rothschild & Co believed necessary or appropriate to its inquiry.

In arriving at its opinion, with NextGen’s consent, Rothschild & Co relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished or made available to Rothschild & Co by NextGen, Vieco USA and their respective associates, affiliates and advisors, or otherwise reviewed by or for Rothschild & Co, and Rothschild & Co did not assume any responsibility or liability therefor. Rothschild & Co did not conduct any valuation or appraisal of any assets or liabilities of NextGen or Vieco USA (including, without limitation, real property owned by Vieco USA or to which Vieco USA holds a leasehold interest), nor were any such valuations or appraisals provided to Rothschild & Co, and Rothschild & Co did not express any opinion as to the value of such assets or liabilities. Rothschild & Co did not evaluate the solvency or fair value of NextGen or Vieco USA under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. In addition, Rothschild & Co did not assume any obligation to conduct any physical inspection of the properties or the facilities of NextGen or Vieco USA. At the direction of the management of NextGen, Rothschild & Co used and relied upon the Financial Forecasts for purposes of its opinion. In relying on the Financial Forecasts, Rothschild & Co assumed, at the direction of NextGen, that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by NextGen’s management as to the expected future results of operations and financial condition of Vieco USA and the other matters covered thereby and that the financial results reflected in such Financial Forecasts will be achieved at the times and in the amounts projected. In addition, Rothschild & Co relied, with NextGen’s consent, on the assessments of NextGen as to NextGen’s ability to retain key employees, customers, suppliers and strategic partners of Vieco USA. In addition, at the direction of the management of NextGen, Rothschild & Co assumed that for purposes of its analysis and to calculate the combined company’s pro forma enterprise value, the combined company will have cash, net of debt and transaction expenses, of at least $446 million on its balance sheet at the consummation of the Merger contemplated by the Merger Agreement (including the PIPE Investment and after giving effect to any redemptions of NextGen ordinary shares). Rothschild & Co did not express any view as to the reasonableness of the Financial Forecasts and the assumptions on which they are based. Rothschild & Co was not requested to, and did not (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Merger contemplated by the Merger Agreement, the securities, assets, businesses or operations of Vieco USA or NextGen or any other party, or any alternatives to the Merger contemplated by the Merger Agreement, (ii) participate in the structuring or negotiation of the Merger contemplated by the Merger Agreement, (iii) advise the board of directors of NextGen, NextGen or any other party with respect to alternatives to the Merger contemplated by the Merger Agreement, or (iv) identify or introduce to the board of directors of NextGen or NextGen any prospective investors, lenders or other participants in the Merger contemplated by the Merger Agreement.

For purposes of rendering its opinion, Rothschild & Co assumed that the transactions contemplated by the Merger Agreement, including, without limitation, the PIPE Investment, would be consummated as contemplated in the Merger Agreement without any waiver or amendment of any terms or conditions, including, among other things, that the parties would comply with all material terms of the Merger Agreement and that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the Merger contemplated by the Merger Agreement, no material delays, limitations, conditions or restrictions would be imposed. For purposes of rendering its opinion, Rothschild & Co assumed that there had not occurred any material change in the assets, financial condition, results of operations, business or prospects of Vieco USA or NextGen since the date of the most recent financial statements and other information, financial or otherwise, relating to Vieco USA and NextGen made available to Rothschild & Co, and that there was no information or any facts that would make any of the information reviewed by Rothschild & Co incomplete or misleading. In addition, in performing its analyses and rendering its opinion, Rothschild & Co assumed, at NextGen’s direction, that Vieco USA will not make the Cash Election and that the redemption price per share of NextGen’s ordinary shares provided a reasonable basis upon which to evaluate NextGen’s ordinary shares. Rothschild & Co did not express any opinion as to any tax or other consequences that may result from the Merger contemplated by the Merger Agreement, nor did its opinion address any legal, tax, regulatory or accounting matters. Rothschild & Co relied as to all legal, tax and regulatory matters relevant to rendering its opinion upon the assessments made by NextGen and its other advisors with respect to such issues. In arriving at its opinion, Rothschild & Co did not take into account any litigation, regulatory or other proceeding that was pending or may be brought against NextGen, Vieco USA or any of their respective affiliates. In addition, Rothschild & Co relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any material respect from the draft of the Merger Agreement reviewed by it. Rothschild & Co’s opinion was necessarily based on securities markets, economic, monetary, financial and other general business and financial conditions as they existed and could be evaluated on, and the information made available to Rothschild & Co as of, the date of the opinion and the conditions and prospects, financial and otherwise, of NextGen and Vieco USA as they were reflected in the information provided to Rothschild & Co and as they were represented to Rothschild & Co in discussions with the management of NextGen and Vieco USA. Although subsequent developments may affect Rothschild & Co’s opinion and the assumptions used in preparing it, Rothschild & Co does not have any obligation to update, revise, or reaffirm its opinion.

The following represents a summary of the material financial analyses performed by Rothschild & Co, each of which is a standard valuation methodology customarily undertaken in transactions of this type, in connection with providing its opinion, dated August 22, 2021, to the board of directors of NextGen. The summary of these analyses is not a comprehensive description of all analyses and factors considered by Rothschild & Co. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. No one method of analysis should be regarded as critical to the overall conclusion reached by Rothschild & Co. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusion reached by Rothschild & Co was based on all analyses and factors taken as a whole and also on application of Rothschild & Co’s experience and judgment, which conclusion may involve significant elements of subjective judgment and qualitative analysis. Some of the summaries of financial analyses performed by Rothschild & Co include information presented in tabular format. In order to fully understand the financial analyses performed by Rothschild & Co, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Rothschild & Co. The order of analyses described below does not represent the relative importance or weight given to the analysis by Rothschild & Co.

As used in this section, (a) the “EV” of a company as of any given time refers to the enterprise value of such company at such time and (b) the “EBITDA” of a company for any given period means the earnings before interest, taxes, depreciation and amortization of such company during such period. For purposes of its financial analyses, Rothschild & Co calculated an illustrative EV for Vieco USA by multiplying a share price of Vieco USA common stock of $10.00 per share, as provided by the management of NextGen, by the number of fully diluted shares of Vieco USA, as provided by the management of NextGen, to derive an implied EV for Vieco USA, and subtracted from the resulting implied EV the amount of net cash of Vieco USA, as provided by the management of NextGen. The calculation resulted in an illustrative EV of $3,218 million for Vieco USA, which is referred to in this section as the “Vieco USA Transaction EV”.

Selected Comparable Company Analysis

Rothschild & Co performed a selected comparable companies analysis in order to derive an implied EV reference range for Vieco USA from the market value and trading multiples of other comparable companies and then compared this implied EV reference range with the Vieco USA Transaction EV. Rothschild & Co selected the comparable companies that Rothschild & Co deemed most relevant to consider in relation to Vieco USA, based on its professional judgment and experience, because they are companies with operations in the launch and space solutions industries that for purposes of this analysis Rothschild & Co considered similar to the operations of one or more of the business lines of Vieco USA. However, because of inherent differences in businesses, operations and prospects, none of the comparable companies listed below are directly comparable to Vieco USA. The comparable companies selected by Rothschild & Co for purposes of this analysis included the following companies, which Rothschild & Co refers to, collectively, as the “selected companies”:

Launch Companies:

•        Rocket Lab USA, Inc. (“Rocket Lab”)

•        Astra Space, Inc. (“Astra”)

Space Solutions Companies:

•        Spire Global, Inc. (“Spire”)

•        AST SpaceMobile, Inc. (“AST”)

For purposes of its analysis of the selected companies, Rothschild & Co (i) reviewed, among other things, for each of the selected companies, public filings made by such selected companies for certain historical financial information and data for such selected companies that Rothschild & Co obtained from broker research and where applicable, adjusted to account for certain events such as acquisitions and divestitures; (ii) calculated the EV of each of the selected companies as a multiple of the estimated revenue for calendarized fiscal years ending December 31, 2024, and December 31, 2025, which multiple Rothschild & Co refers to as “EV/Revenue” and (iii) calculated the EV of each of the selected companies as a multiple of the estimated EBITDA for calendarized fiscal years ending December 31, 2024, and December 31, 2025, which multiple Rothschild & Co refers to as “EV/EBITDA”.

EV was calculated as fully diluted market value based on per share stock prices plus, with respect to each of the selected companies, such company’s most recently disclosed net debt, minority interest, and certain other adjustments.

The results of Rothschild & Co’s review are summarized in the chart below: