UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 231, 2023

Virgin Orbit Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40267

98-1576914

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


4022 E. Conant St. Long Beach, California						90808
(Address of principal executive offices)						(Zip Code)

(562) 388-4400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

VORBQ

Warrants to purchase common stock

VORWQ

*On April 13, 2023, the Company’s common stock and warrants were suspended from trading on The Nasdaq Stock Market LLC (“NASDAQ”) as a result of the Company’s filing of a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Effective April 13, 2023, trades in the Company’s common stock and warrants began being quoted on the OTC Pink Marketplace under the symbols “VORBQ” and “VORWQ”, respectively. On May 2, 2023, NASDAQ filed a Form 25 to delist the Company’s common stock and warrants to remove such securities from registration under Section 12(b) of the Exchange Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.0103 ~~Completion~~Bankruptcy ~~of Acquisition~~ or ~~Disposition of Assets~~Receivership

As previously disclosed, on April 4, 2023, Virgin Orbit Holdings, Inc. (the “Company”) and its domestic subsidiaries (together with the Company, the “Debtors”) commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “~~Chapter 11 Proceedings~~Court”).

InOn ~~connection~~July ~~with~~31, 2023, the ~~Chapter~~Court 11entered ~~Proceedings~~an ~~and~~order as(the ~~previously~~“Confirmation ~~disclosed,~~Order”) confirming the ~~Debtors~~Fifth ~~previously~~Amended ~~entered~~Joint ~~into~~Chapter ~~various~~11 ~~agreements~~Plan ~~(collectively~~of Virgin Orbit Holdings, ~~the~~Inc. ~~“Agreements”)~~and ~~providing~~its ~~for~~Debtor ~~the~~Affiliates ~~sale~~Under ofChapter ~~certain~~11 of the ~~Debtors’~~Bankruptcy ~~assets~~Code, dated July 31, 2023 (as amended, modified, or supplemented from time to time, the “Plan”).

On ~~June~~August 2, 2023 ~~and~~(the ~~June~~“Effective 5Date”), ~~2023,~~ the Debtors ~~completed~~filed a Notice of Effective Date with the ~~sale~~Court and the Plan became effective in accordance with its terms. As of the ~~assets~~Effective ~~pursuant~~Date, toand in accordance with the ~~Agreements~~Plan, asall ~~described~~outstanding ~~below~~shares of common stock of the Company were canceled and extinguished.

~~Rocket~~Item ~~Lab~~3.03 Material ~~Asset~~Modification ~~Purchase~~to ~~Agreement~~Rights of Security Holders

OnThe ~~June~~disclosure 2,under ~~2023,~~Item ~~pursuant to an asset purchase agreement with Rocket Lab USA, Inc~~1.03 ~~(“Rocket Lab”), Rocket Lab assumed the Company’s commercial lease in Long Beach, California and completed the purchase~~ of ~~specified~~this ~~assets~~Current ~~from~~Report ~~the~~on ~~Debtors,~~Form ~~including~~8-K ~~machinery~~is ~~and~~incorporated ~~equipment~~herein ~~located~~by ~~at such facility, for an aggregate purchase price of $16~~reference.~~1 million. In connection with the transaction, Rocket Lab also assumed certain liabilities described in the asset purchase agreement.~~

~~Inliper~~Item ~~Asset~~5.02 Departure ~~Purchase~~of ~~Agreement~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OnConcurrently ~~June 2, 2023, pursuant to an asset purchase agreement~~ with ~~Inliper Acquisition, LLC and Liquidity Services Operations, LLC (together, “Inliper”),~~ the ~~Company~~effectiveness ~~completed~~of the ~~sale of specified assets to Inliper~~Plan, ~~including~~each ~~machinery~~of ~~and equipment located at~~ the ~~Company’s~~directors ~~McGowen~~and ~~facility~~officers ~~in Long Beach, California, for an aggregate purchase price~~ of ~~$650,000. In connection with~~ the ~~transaction,~~Company ~~Inliper~~were ~~also~~deemed ~~assumed~~to ~~certain~~have ~~liabilities~~resigned ~~described~~from intheir ~~the~~duties ~~asset~~and ~~purchase~~such ~~agreement~~positions.

Launcher Asset Purchase Agreement

On June 2, 2023, pursuant to an asset purchase agreement with Launcher, Inc (“Launcher”), the Company completed the sale of specified assets to Launcher, including machinery and equipment located at the Company’s facility in Mojave, California, for an aggregate purchase price of $2.7 million. In connection with the transaction, Launcher also assumed certain liabilities described in the asset purchase agreement.

Stratolaunch Stalking Horse Asset Purchase Agreement

On June 5, 2023, pursuant to a stalking horse asset purchase agreement with Stratolaunch, LLC (“Stratolaunch”), the Company completed the sale of specified assets to Stratolaunch, including the Company’s specially modified Boeing 747 aircraft, known as Cosmic Girl, and certain other specifically scheduled assets primarily related to the aircraft, for an aggregate purchase price of $17.0 million. In connection with the transaction, Stratolaunch also assumed certain liabilities described in the stalking horse asset purchase agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Virgin Orbit Holdings, Inc.

Date:

~~June~~August 52, 2023

By:

/s/ Dan Hart

Name:

Dan Hart

Title:

~~Chief~~Authorized ~~Executive Officer~~Signatory

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