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NextGen Acquisition Corp. II (NASDAQ:NGCA) ("NextGen") stockholders today approved the previously-announced business combination with Vieco USA, Inc., the parent company of Virgin Orbit ("Virgin Orbit" or the "Company"), at a special meeting of stockholders held today. A Form 8-K disclosing the full voting results is expected to be filed with the Securities and Exchange Commission.
Also today, NextGen and the Virgin Group announced that the minimum cash condition required for the merger to be completed has been satisfied, which will provide Virgin Orbit with growth capital to continue its rapid ramp-up in commercial space launch. The closing of the business combination is expected to occur before the end of December 2021, subject to the expected satisfaction or waiver of all closing conditions. Upon the closing of the business combination, the combined company will be named "Virgin Orbit Holdings, Inc." and its common stock is expected to be listed on the NASDAQ under the new ticker symbol "VORB".
"We're on track to end December with Virgin Orbit as a publicly traded company – a fantastic way to celebrate and cap an incredible year that started with delivering a dozen satellites for its first customer, NASA, into their target orbit in January," said Sir Richard Branson, founder of Virgin Orbit. "Thanks to Dan and his world-class team, along with the support of our partners at NextGen and other investors, Virgin Orbit is well positioned to continue revolutionizing satellite launch and building unrivalled space technology that we believe will positively change the world. With a diverse and global customer base, it is the only launch company that can go anytime, from anywhere, to any orbit. With the company preparing for a third consecutive successful launch in January, I'm thrilled to support Virgin Orbit as it becomes a publicly traded business and builds on the incredible successes that we've seen this year."
Dan Hart, Chief Executive Officer of Virgin Orbit, commented, "This marks another major milestone for Virgin Orbit in a year that has seen us prove our technology and place satellites successfully into orbit for commercial enterprises, the US government, and for our allies. The capital raised through this transaction combined with our new access to the public markets, will enable us to scale rocket manufacturing and extend our space solutions business and product development while we continue to expand globally through key partnerships with customers worldwide. We have a world class team that has become known for their creativity and skill for design and advanced manufacturing. We look forward to driving enduring shareholder value by delivering unrivaled mobility of launch and space access, and exciting space solutions services."
"The space economy is developing rapidly, and Virgin Orbit is extremely well-positioned to benefit as the industry grows in the years to come," noted George Mattson and Gregory Summe, the Co-Founders of NextGen. "The company's differentiated technology drives huge benefits to customers in the national security, civil, and commercial markets around the world. We are excited to help Virgin Orbit progress into the next chapter of its exciting journey as a public company."
The transaction is expected to raise approximately $228 million in gross proceeds, including $68M from trust proceeds and $160 million from a fully committed PIPE led by strategic and institutional investors including Boeing and AE Industrial Partners, in addition to existing Virgin Orbit investors Virgin Group and Mubadala Investment Company. and members of NextGen's Sponsor.
The expected closing of the business combination comes at the end of a busy year for Virgin Orbit that saw the company deliver its first customer satellites to orbit, achieving a 100% mission success rate for customers including NASA, the US Department of Defense, the Royal Netherlands Air Force, and Polish company SatRevolution. Two of those customers – the US Department of Defense and SatRevolution – are again participating in the upcoming Above the Clouds launch, joined by Spire Global, Inc (NYSE:SPIR), which joined the manifest in December, a demonstration of the LauncherOne system's flexibility and responsiveness. Virgin Orbit recently completed its final pre-launch rehearsal for that flight, with the launch window scheduled to open on January 12, 2022.
Additionally, in the past four months alone, Virgin Orbit has made announcements with the Southwest Research Institute, ANA Holdings, Astroscale, SatRevolution, Hypersat, Horizon Technologies, and Arqit Quantum (NASDAQ:ARQQ). For these customers and others with forthcoming announcements, Virgin Orbit expects to launch dozens of rockets in total, conducting missions ranging from space debris mitigation to exploration and from environmental monitoring to national security.
In serving those and other customers, Virgin Orbit plans to make use of an expanding network of international spaceports. First among them is Spaceport Cornwall in the United Kingdom, where Virgin Orbit executives met with Prime Minister Boris Johnson as part of the G7 Summit in June; the first LauncherOne mission from Cornwall, expected in 2022, is expected to be the first ever launch from the British Isles. The company was also selected by the Brazilian Space Agency (Agência Espacial Brasileira; AEB) and Brazilian Air Force (Força Aérea Brasileira, FAB) earlier this year to bring orbital launch capability to Brazil. Adding to the global scope of the program, ANA HOLDINGS INC., the owners of Japan's largest airline, announced in November that it has entered into a memorandum of understanding with Virgin Orbit to procure twenty flights of the LauncherOne rocket and to lead the effort to provide funds and support for those orbital missions to launch from Japan's Oita Prefecture.
2021 also saw Virgin Orbit unveil its work in Space Solutions. By selectively investing with constellation partners, the Company is compiling a cross-cutting suite of end-to-end, value-added services for Earth Observation and the Internet of Things (IoT) applications, using the "Satellites as a Service" model to serve markets including national security, ship management, aviation, pipeline monitoring, intelligent agriculture, and more, helping improve efficiency across some of the world's biggest industries. As part of this strategy, Virgin Orbit has recently announced investments in innovative satellite companies such as quantum encryption company Arqit (NASDAQ:ARQQ), marine intelligence company Horizons Technologies, and geospatial analytics company HyperSat. The company has also announced commercial partnerships with BigBear.ai and Redwire to develop and enhance its next generation space solutions offerings.
To celebrate the expected closing of the merger, Sir Richard Branson and Virgin Orbit expect to ring the Opening Bell on the NASDAQ on Friday, January 7, only a few days before the opening of the launch window for the company's next mission, Above the Clouds, which is expected to deliver seven satellites into Low Earth Orbit.
