NGCA SEC filings, in plain English
Everything NextGen Acquisition Corp. II has filed with the SEC that we hold — 40 filings, newest first, 7 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
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.
combination deadline, going-concern doubt, sponsor loans outstandingnothing moved · 3 with no prior record of ours
- Combination deadline
- 2023-03-25 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $1.3Mnot matched in this filing
The clause …“account with respect to the founder shares if NextGen fails to complete a business combination by March 25, 2023, (iv) the founder shares are automatically convertible into Class A ordinary shares at the time of the initial business”…
The clause …“for relief under Chapter 11 of the United States Bankruptcy Code raise substantial doubt regarding our ability to continue as a going concern. • The success of our business will be highly dependent on our ability to effectively”…
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: PROSPECTUS SUPPLEMENT NO. 14 to a prospectus dated 27 April 2022 (Form S-1 registration 333-262326), filed by VIRGIN ORBIT HOLDINGS, INC. under the former NextGen Acquisition Corp. II registration. The document exists to attach the company's Form 8-K of 10 April 2023 and states no new terms of its own. Its cover records that on 10 April 2023 Virgin Orbit common stock closed at $0.17 and its warrants at $0.019 on Nasdaq under VORB and VORBW. Total length 9,990 characters. Why it matters: 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.(flagged for human review)
What changed: Items 3.01 and 7.01: Virgin Orbit Holdings — the company filing under this registrant — reports that on April 4, 2023 Nasdaq notified it that it had determined to commence proceedings to delist its common stock and warrants under Listing Rules 5101, 5110(b) and IM-5101-1, as a result of the company commencing voluntary Chapter 11 bankruptcy proceedings that same day. Nasdaq also asserted non-compliance with Rule 5250(c)(1) because the Form 10-K for the year ended December 31, 2022 had not been filed. Trading was to be suspended at the opening of business on April 13, 2023. Why it matters: 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.
In plain English
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.
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.
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.