SEC Form SC 13G/A filed by Virgin Orbit Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 to SCHEDULE 13G

Under the Securities Exchange Act of 1934

Virgin Orbit Holdings, Inc.

(Name of Issuer)

Common Shares, par value $0.0001 per share

(Title of Class of Securities)

92771A101

(CUSIP Number)

December 31, 2022

(Date of Event, which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

Page 2

CUSIP No. 92771A101

* 37,404,429 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 374,418,713 outstanding shares of issuer’s Common Stock, consisting of 337,014,284 shares of Common Stock outstanding as of the date of this report and an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

Page 3

CUSIP No. 92771A101

* 37,404,429 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 374,418,713 outstanding shares of issuer’s Common Stock, consisting of 337,014,284 shares of Common Stock outstanding as of the date of this report and an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

Page 4

CUSIP No. 92771A101

* 37,404,429 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 374,418,713 outstanding shares of issuer’s Common Stock, consisting of 337,014,284 shares of Common Stock outstanding as of the date of this report and an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

Page 5

CUSIP No. 92771A101

* 37,404,429 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 374,418,713 outstanding shares of issuer’s Common Stock, consisting of 337,014,284 shares of Common Stock outstanding as of the date of this report and an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

Page 6

CUSIP No. 92771A101

* 37,404,429 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 374,418,713 outstanding shares of issuer’s Common Stock, consisting of 337,014,284 shares of Common Stock outstanding as of the date of this report and an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

Page 7

CUSIP No. 92771A101

* 37,404,429 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 374,418,713 outstanding shares of issuer’s Common Stock, consisting of 337,014,284 shares of Common Stock outstanding as of the date of this report and an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

Page 8

CUSIP No. 92771A101

* 37,404,429 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 374,418,713 outstanding shares of issuer’s Common Stock, consisting of 337,014,284 shares of Common Stock outstanding as of the date of this report and an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

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Item 1.

Virgin Orbit Holdings, Inc.

422 East Conant Street

Long Beach, CA 90808

YA II PN, Ltd.

1012 Springfield Ave.

Mountainside, NJ 07092

Cayman Islands

Common Stock, par value $0.0001 per share

92771A101

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

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* 37,404,429 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 374,418,713 outstanding shares of issuer’s Common Stock, consisting of 337,014,284 shares of Common Stock outstanding as of the date of this report and an additional 37,404,429 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

The reporting persons directly or indirectly own an aggregate of 37,404,429 or 9.99%, shares of Common Stock of the Company as of the date of this filing. YA II and the other reporting persons shared the power to vote and dispose any such Common Stock.

Direct beneficial ownership of such Common Stock by the reporting persons is as follows (and therefore excludes any Common Stock indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Common Stock of the Company):

Indirect beneficial ownership: On June 29, 2022, YA II PN, Ltd. (“YA II”) acquired a convertible debenture (the “Debenture”) issued by the Issuer in the original principal amount of $50,000,000. YA II has the right to acquire additional shares of Common Stock upon conversion of the Debenture on the terms and subject to the conditions set forth in the Debenture, provided that YA II is prohibited from acquiring shares of Common Stock to the extent that it would cause the aggregate number of shares beneficially owned by YA II and its affiliates to exceed 9.99% of the shares of Common Stock of the Issuer, after giving effect to any such conversion.

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On March 28, 2022, YA II entered into a Standby Equity Purchase Agreement (“SEPA”) with the issuer. Under the SEPA, the issuer has the option to sell shares of its Common Stock to YA II at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the issuer is prohibited from selling shares to YA II to the extent that it would cause the aggregate number of shares beneficially owned by YA II and its affiliates to exceed 9.99% of the shares of the Issuer. On June 29, 2022, YA II and the Issuer entered into an agreement to toll the effectiveness of the SEPA until the earliest of the date upon which (i) all amounts outstanding under the Debentures have been fully repaid or converted into common shares, or (ii) YA II no longer has any right to ability to convert any portion of the Debenture into Common Stock. 

In addition to the direct beneficial ownership set forth above, each reporting person is also deemed to be the indirect beneficial owner of additional Common Stock that the YA II has the right to sell to acquire under the Debenture or the SEPA within 60 days of the date of this filing such that each reporting person is deemed to be the indirect beneficial owner of an additional 37,404,429 shares of Common Stock.

Below is a description of the relationship among the reporting persons:

YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

Not Applicable

See Item 6.

Not Applicable

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By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.

Dated: January 3, 2023