NextGen Acquisition Corp. II
NGCA · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from Vieco 10 Ltd, listed on Nasdaq in March 2021.
- What it's doing now
- It agreed to buy Virgin Orbit Holdings, Inc., an air-launch space launch services company. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Virgin Orbit Holdings, Inc.
- Industry
- Industrials — air-launch space launch services
- Deal value
- not stated in the filings we hold
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 25 March 2021
- size not on file
- Headquarters
- 4022 EAST CONANT STREET, LONG BEACH, CA, 90808
- registered in the Cayman Islands
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Carr Alan Jeffrey (Director) · Frizzley Jill Kathleen (Director) · Branson Sir Richard
- Listed securities
- NGCA common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 25 March 2021IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closedIndustrialsDeal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
- Min-cash condition
- $200M
stated in:0001213900-21-048313
The score
deterministic, from filed fieldsNGCA is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
NextGen Acquisition Corp. II was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker VORB. The company priced its initial public offering on March 25, 2021, under SEC file number 333-253848, an S-1 registration (accession 0001213900-21-013238) for shares sold for cash, with the pricing prospectus filed as 424B4 (accession 0001213900-21-017604). The registrant self-described itself as a blank-check company in that prospectus and was classified under SIC industry code 3812 (Search, Detection, Navigation, Guidance, Aeronautical Sys). The ticker VORB appears on the cover page of an 8-K filed January 4, 2022 (accession 0001213900-22-000456). The company's lifecycle is closed: an 8-K filed January 5, 2022 (accession 0001213900-22-000703) reported a change in shell company status under item 5.06, and EDGAR now files SEC CIK 0001843388 under the name Virgin Orbit Holdings, Inc.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The terminal event for the vehicle that began as NextGen Acquisition Corp. II: equity is cancelled outright, so public holders of the post-combination company receive nothing under the plan. The report is signed by Dan Hart as 'Authorized Signatory' rather than as an officer, consistent with the simultaneous deemed resignation of every director and officer. Nothing here states any distribution to former holders.
This is the company being sold for parts: the aggregate stated consideration across all four agreements is $36.45 million, and each buyer also assumed certain liabilities described in its agreement. Nothing here states what, if anything, reaches equity — that is decided by the plan and disclosure statement filed on April 19, 2023, not by these sales. The Item 2.01 heading is a completion of disposition, not an acquisition.
The debtor-in-possession lender is Virgin Investments Limited, a Virgin-affiliated party rather than a third-party bank, and its credit agreement sets milestones the bankruptcy must meet. A ten-day extension of the Plan Effective Date deadline is a lender concession, and missing such a milestone is typically an event of default that would put the financing keeping the estate running at risk. The other milestones amended are not identified in this report.
A Chapter 11 plan and disclosure statement are the documents that decide what, if anything, equity holders receive, and this report states only that they were filed. The legend does disclose two facts about the company: a sale process is under way whose timing, results and use of proceeds are uncertain, and a Termination and Debrand Agreement dated April 2, 2023 with Virgin Enterprises Limited affects the business. Terms of both sit outside this filing.
The warrant price on the cover is the number to take away: $0.019, against a $11.50 exercise price and an $18.00 call trigger that the SPAC's own 424B4 set out as the upside case. This is what those terms are worth at the end of the chain. As a document type it is a wrapper - the 8-K inside it is already in the corpus under its own form - so a 'constitutive' coverage number that counts 424B3 supplements is counting the same event twice. Flagged for review: registrant and form both differ from the tier's assumption.
This is not a SPAC-stage listing warning but the failure of the company the SPAC became: NextGen Acquisition Corp. II's successor entered Chapter 11 and is being delisted, with an overdue annual report as a second, independent ground. The filing states the company intends to appeal but that under Nasdaq's rules the appeal does NOT stay the suspension, which stands unless Nasdaq reinstates the securities as part of that appeal.
Show 4 more material filings
The two share lines mean opposite things. The 47,824,321 is NextGen's own stock converting by operation of law: 38,259,457 Class A from the IPO registration and 9,564,864 Class B issued before it. The warrant line is 7,651,891 public plus 6,767,927 private placement warrants. Only the 314,243,583 share line is consideration for the target. Both share lines are priced at $10.35, the average of the high and low prices of NextGen Class A on Nasdaq on November 19, 2021 under Rule 457(f)(1), and the warrant price of $14.10 adds the $2.60 warrant trading average to the exercise price.
Only one of those lines is consideration. Footnote (9) builds the 314,243,583-share line from 303,137,434 shares issuable on consummation and 11,106,149 issuable under assumed options. The 47,824,321-share line is NextGen's own capital converting — 38,259,457 Class A shares from its IPO registration and 9,564,864 Class B shares — and the 14,419,818 warrants are 7,651,891 public plus 6,767,927 sold privately to the Sponsor. Shares are priced at $10.35, the Nasdaq high/low average on November 19, 2021; warrants at $14.10, a $2.60 warrant average plus the $11.50 exercise price.
The lines separate what NextGen already owns from what Virgin Orbit's holders receive: 47,824,321 shares are NextGen's own capital converting by operation of law — 38,259,457 Class A shares sold in its IPO under File No. 333-253848 and 9,564,864 Class B shares issued before it — and the 14,419,818 warrants are its 7,651,891 public and 6,767,927 sponsor private-placement warrants. The 314,315,651-share line is the merger consideration. The $13.13 is not a market price: footnote 6 builds it as the September 14, 2021 average of $1.63 plus the exercise price.
The merger issuance of 314,315,651 shares is more than six times the 47,824,321 shares of the SPAC's own stock that simply convert — 38,259,457 Class A ordinary shares from the initial public offering and 9,564,864 Class B ordinary shares issued before it — so a non-redeeming NextGen holder ends up a small minority. The warrant line is priced oddly at $13.13 each, above the $9.90 used for the shares, and carries $20,648.28 of the fee while the shares underlying those warrants carry none.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Items 1.03, 3.03 and 5.02: On July 31, 2023 the U.S. Bankruptcy Court for the District of Delaware entered an order confirming the Fifth Amended Joint Chapter 11 Plan of Virgin Orbit Holdings, Inc. and its debtor affiliates. On August 2, 2023 the debtors filed a Notice of Effective Date and the plan became effective. The filing states that as of the effective date, and in accordance with the plan, ALL OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY WERE CANCELED AND EXTINGUISHED, and that each director and officer was deemed to have resigned concurrently. Why it matters: The terminal event for the vehicle that began as NextGen Acquisition Corp. II: equity is cancelled outright, so public holders of the post-combination company receive nothing under the plan. The report is signed by Dan Hart as 'Authorized Signatory' rather than as an officer, consistent with the simultaneous deemed resignation of every director and officer. Nothing here states any distribution to former holders.
Show the other 10 filings
What changed: Item 2.01: Virgin Orbit Holdings — the company filing under this registrant — reports it completed four asset sales in its Chapter 11 proceedings on June 2 and June 5, 2023. Rocket Lab USA assumed the Long Beach commercial lease and bought machinery and equipment there for $16.1 million; Inliper Acquisition and Liquidity Services bought McGowen facility assets for $650,000; Launcher, Inc. bought assets at the Mojave facility for $2.7 million; and Stratolaunch, LLC, under a stalking horse agreement, bought the modified Boeing 747 'Cosmic Girl' and related assets for $17.0 million. Why it matters: This is the company being sold for parts: the aggregate stated consideration across all four agreements is $36.45 million, and each buyer also assumed certain liabilities described in its agreement. Nothing here states what, if anything, reaches equity — that is decided by the plan and disclosure statement filed on April 19, 2023, not by these sales. The Item 2.01 heading is a completion of disposition, not an acquisition.
What changed: Item 1.01: Virgin Orbit Holdings and its domestic subsidiaries — Virgin Orbit National Systems, Vieco USA, Virgin Orbit, LLC and JACM Holdings — entered a Third Amendment on June 1, 2023 to the Senior Secured Superpriority Debtor-in-Possession Term Loan Credit Agreement with Virgin Investments Limited. The filing states the amendment extended certain milestones in the DIP credit agreement, including moving the deadline for the Plan Effective Date from July 14, 2023 to July 24, 2023. The amendment is Exhibit 10.1 and no other terms are given in the report. Why it matters: The debtor-in-possession lender is Virgin Investments Limited, a Virgin-affiliated party rather than a third-party bank, and its credit agreement sets milestones the bankruptcy must meet. A ten-day extension of the Plan Effective Date deadline is a lender concession, and missing such a milestone is typically an event of default that would put the financing keeping the estate running at risk. The other milestones amended are not identified in this report.
outside date1 moved
- Outside date
- 2023-07-312023-06-07
SpacBrain reads this as 54 days earlier than the previous record.
The clause …“duties; (h) the Buyer or the Seller, if the Closing has not occurred by June 7, 2023 (the “ Outside Date ”); provided , that the right to terminate this Agreement under this Section 9.1(h) shall not be available to any Party if”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 8.01: Virgin Orbit Holdings — the company filing under this registrant — reports that on March 30, 2023 Chief Operating Officer Anthony Gingiss was informed his position was being eliminated effective April 3, 2023 as part of the previously announced workforce reduction. On departure he received a lump-sum cash severance payment of $60,000 under the company's severance plan, representing eight weeks' base salary, plus continued health and welfare benefits through the end of April 2023. The report carries no other item. Why it matters: An officer departure reported under Item 8.01 rather than Item 5.02, disclosing the severance terms for the chief operating officer of a company that filed for Chapter 11 on April 4, 2023 — the day after the elimination took effect. The eight weeks' salary and the April benefits end date are the whole of what was paid as stated here. This is the SPAC's successor entity, not the SPAC, reporting under NextGen Acquisition Corp. II's registrant file.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2023-07-31
SpacBrain reads this as the agreement may be terminated from 2023-07-31.
The clause …“(g) the Buyer or the Seller, if the Closing has not occurred by July 31, 2023 (the “ Outside Date ”); provided , that the right to terminate this Agreement under this Section 9.1(g) shall not be available to any Party if”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 7.01 (Regulation FD): Virgin Orbit Holdings — the company filing under this registrant — issued a press release on April 19, 2023 announcing that it had filed a plan and a related Disclosure Statement in the U.S. Bankruptcy Court for the District of Delaware. The press release is furnished as Exhibit 99.1 and the filing states it is not deemed filed for Section 18 purposes. The body of the report gives no terms of the plan; the remainder of the document is a forward-looking-statements legend. Why it matters: A Chapter 11 plan and disclosure statement are the documents that decide what, if anything, equity holders receive, and this report states only that they were filed. The legend does disclose two facts about the company: a sale process is under way whose timing, results and use of proceeds are uncertain, and a Termination and Debrand Agreement dated April 2, 2023 with Virgin Enterprises Limited affects the business. Terms of both sit outside this filing.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Vieco 10 Ltdnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1282 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B3 0001628280-23-011313
Trading & liquidity
Company profile
Directors & officers
- Carr Alan JeffreyDirector
- Frizzley Jill KathleenDirector
- Branson Sir Richard10% owner
- Simpson James S.Chief Strategy Officer
- Gingiss Anthony JChief Operating Officer
- Boston Derrick OsmondChief Legal Officer
- O'Rear Brita EveChief Financial Officer
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
5 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Virgin Investments Ltdwith 3 other reporting persons on the same schedule74.8% · SC 13D/AApr 3, 2023 stale
- Mubadala Investment Co PJSCwith 2 other reporting persons on the same schedule18.0% · SC 13DJan 10, 2022 stale
- INTEGRATED CORE STRATEGIES (US) LLCwith 4 other reporting persons on the same schedule0.3% · SC 13G/AFeb 10, 2022 stale
- CITADEL ADVISORS LLCwith 6 other reporting persons on the same schedule0.1% · SC 13G/AFeb 14, 2022 stale
- YA II PN, Ltd.with 7 other reporting persons on the same schedulenot stated · SC 13G/AJan 3, 2023 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
37 full SEC filing texts archived — searchable, never lost.
- Vault note — NGCA (NextGen Acquisition Corp. II)
vault-note · /vault/tickers/NGCA
- Vault deal note — Virgin Orbit Holdings, Inc. (NGCA)
vault-note · /vault/deals/virgin-orbit-holdings-inc
- Virgin Orbit - Wikipedia
news · en.wikipedia.org
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from EDGAR's QUARTERLY FORM INDEX, walked without any SIC filter. The SIC 6770 census could not reach this registrant: EDGAR reassigns a shell's SIC the day it stops being one, and this CIK now files under 3812 (Search, Detection, Navigation, Guidance, Aeronautical Sys). The screen found it by filing SHAPE instead — S-1 2021-03-04 → 8-A12B 2021-03-22 → 424B4 2021-03-25 — which nothing rewrites. Admission rule: src/lib/universe-admit.ts. SIC 3812 + self-described blank check in 424B4 0001213900-21-017604; 424B 0001213900-21-017604 priced 2021-03-25 under S-1 0001213900-21-013238 (file 333-253848, an offering for cash); common ticker NGCA off 10-Q 0001213900-21-060899 (2021-11-19); lifecycle EXITED. The pricing prospectus was filed under SEC file number 333-253848, which belongs to S-1 0001213900-21-013238 (2021-03-04) — a registration of shares sold for CASH, which is what makes it an IPO rather than merger consideration. Blank-check status from the registrant's own first-person sentence in that prospectus (EDGAR full-text search, 424B4 2021-03-25). Ending PROVEN, not inferred: CLOSED per 8-K 0001213900-22-000703 (2022-01-05) — 8-K item 5.06 "Change in Shell Company Status" (EDGAR item index, items: 1.01,2.01,3.02,4.01,5.01,5.02,5.05,5.06,8.01,9.01). EDGAR now files this CIK as "Virgin Orbit Holdings, Inc." — the SPAC's own name is kept here and the successor is the target. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "Vieco 10 Ltd" (SEC CIK 0001609096) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-22-000344.
[CLOSED-RENAME] EDGAR CIK 0001843388 records "NextGen Acquisition Corp. II" ending 2021-12-29; the registrant continues as "Virgin Orbit Holdings, Inc.". The rename is the SEC's own record of what the vehicle became, keyed by CIK. Closed 2021-12-29. No deal value is set — a rename says what was acquired, never for how much. No date column is set: Deal has announcedAt, voteDate and expectedCloseAt and nowhere to record an actual close, so the SEC's date is kept here until that column exists. [DEAL-STRUCTURE-MINED] minCashM=200 from primary filings (0001213900-21-048313).
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read
OTHER -> DEFENSE_SPACE, on S-4/A 0001213900-21-063398: "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 established at the consu"