Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
NextGen Acquisition Corp. II ("NextGen") is a blank check company incorporated
as a Cayman Islands exempted company and formed for the purpose of effecting a
merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or
entities. On August 22, 2021, NextGen entered into an Agreement and Plan of
Merger (the "Merger Agreement"), by and among NextGen, Pulsar Merger Sub, Inc.,
a Delaware corporation and a direct wholly owned subsidiary of NextGen ("Merger
Sub"), and Vieco USA, Inc., a Delaware corporation ("Vieco USA").
The Merger
The Merger Agreement provides that, among other things and upon the terms and
subject to the conditions thereof, the following transactions will occur
(together with the other agreements and transactions contemplated by the Merger
Agreement, the "Business Combination"):
(i) at the closing of the transactions contemplated by the Merger Agreement (the
"Closing"), upon the terms and subject to the conditions of the Merger Agreement
and in accordance with the Delaware General Corporation Law, as amended
("DGCL"), Merger Sub will merge with and into Vieco USA, the separate corporate
existence of Merger Sub will cease and Vieco USA will be the surviving
corporation and a wholly owned subsidiary of NextGen (the "Merger");
(ii) in the event that the Vieco Cash Election (as defined below) is not
exercised, as a result of the Merger, among other things, each share of common
stock of Vieco USA that is issued and outstanding immediately prior to the
effective time of the Merger (the "Effective Time") (other than in respect of
Excluded Shares (as defined in the Merger Agreement)) will be cancelled and
converted into the right to receive a number of shares of NextGen Common Stock
equal to the Exchange Ratio (as defined in the Merger Agreement) (the "Stock
Consideration");
(iii) in the event the amount of cash available in the Trust Account (as
defined below), after deducting any redemptions by NextGen's shareholders, plus
the PIPE Investment Amount (as defined in the Merger Agreement) exceeds
$500,000,000 (such excess amount, the "Available Cash Consideration Amount"),
then Vieco USA may, prior to the Election Deadline (as defined in the Merger
Agreement), elect that holders of common stock of Vieco USA receive in exchange
for shares of common stock of Vieco USA a portion of the consideration payable
under the Merger Agreement in cash, in lieu of shares of NextGen Common Stock,
up to the amount of the Available Cash Consideration Amount (the "Vieco Cash
Election", and such amount of cash consideration, the "Cash Consideration"). If
the Vieco Cash Election is exercised by Vieco USA prior to the Election
Deadline, then at the effective time of the Merger, each share of common stock
of Vieco USA that is issued and outstanding immediately prior to the effective
time of the Merger (other than in respect of Excluded Shares) will be cancelled
and converted into the right to receive (a) the applicable portion of the Cash
Consideration and (b) the applicable portion of the Stock Consideration, as
reduced to account for the Cash Consideration;
(iv) upon the effective time of the Domestication (as defined below),
NextGen will immediately be renamed "Virgin Orbit Holdings, Inc."
The Board of Directors of NextGen (the "Board") has unanimously (i) approved and
declared advisable the Merger Agreement, the Business Combination and the other
transactions contemplated thereby and (ii) resolved to recommend approval of the
Merger Agreement and related matters by the shareholders of NextGen.
The Domestication
Prior to the Closing, subject to the approval of NextGen's shareholders, and in
accordance with the DGCL, Cayman Islands Companies Act (As Revised) (the "CICA")
and NextGen's Amended and Restated Memorandum and Articles of Association (as
may be amended from time to time, the "Cayman Constitutional Documents"),
NextGen will effect a deregistration under the CICA and a domestication under
Section 388 of the DGCL (by means of filing a certificate of domestication with
the Secretary of State of Delaware), pursuant to which NextGen's jurisdiction of
incorporation will be changed from the Cayman Islands to the State of Delaware
(the "Domestication").
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In connection with the Domestication, (i) each of the then issued and
outstanding Class A ordinary shares, par value $0.0001 per share, of NextGen
(the "NextGen Class A Ordinary Shares"), will convert automatically, on a
one-for-one basis, into a share of common stock, par value $0.0001, per share of
NextGen (following its Domestication) (the "NextGen Common Stock"), (ii) each of
the then issued and outstanding Class B ordinary shares, par value $0.0001 per
share, of NextGen (the "NextGen Class B Ordinary Shares"), will convert
automatically, on a one-for-one basis, into a share of NextGen Common Stock,
(iii) each then issued and outstanding warrant of NextGen will convert
automatically into a warrant to acquire one share of NextGen Common Stock
("Domesticated NextGen Warrant"), pursuant to the Warrant Agreement, dated March
22, 2021, between NextGen and Continental Stock Transfer & Trust Company, as
warrant agent, and (iv) each then issued and outstanding unit of NextGen (the
"Cayman NextGen Units") shall be cancelled and will entitle the holder thereof
to one share of NextGen Common Stock and one-fifth of one Domesticated NextGen
Warrant.
Conditions to Closing
The Merger Agreement is subject to the satisfaction or waiver of certain
customary closing conditions, including, among others, (i) approval of the
Business Combination and related agreements and transactions by the respective
shareholders of NextGen and Vieco USA, (ii) effectiveness of the proxy statement
/ registration statement on Form S-4 to be filed by NextGen in connection with
the Business Combination, (iii) expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
any other required regulatory approvals, (iv) if required, foreign investment
approval under the United Kingdom's National Security and Investment Act 2021,
(v) VO reducing its interest in SAS such that no Australian foreign investment
approval is required, or receipt of Australian foreign investment approval, (vi)
receipt of approval for listing on the Nasdaq Capital Market the shares of
NextGen Common Stock to be issued in connection with the Merger, (vii) that
NextGen have at least $5,000,001 of net tangible assets upon the Closing, (viii)
the absence of any injunctions or adoption of any laws prohibiting the Merger,
(ix) completion of the Pre-Closing Restructuring (as defined in the Merger
Agreement), (x) the completion of the Domestication and (xi) customary bringdown
of the representations, warranties and covenants of the parties therein.
Another mutual condition to the obligations to consummate the Merger include,
among others, that as of the Closing, the amount of cash available in (i) the
trust account into which substantially all of the proceeds of NextGen's initial
. . .
Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the PIPE Investment is incorporated by reference in this Item
3.02. The shares of NextGen Common Stock to be issued in connection with the
PIPE Investment will not be registered under the Securities Act, and will be
issued in reliance on the exemption from registration requirements thereof
provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure
On August 23, 2021, NextGen and Vieco USA issued a joint press release (the
"Press Release") announcing the execution of the Merger Agreement. The Press
Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated herein by reference is the investor
presentation, relating to the Business Combination and PIPE Investment, as
described in this Current Report on Form 8-K.
Attached as Exhibit 99.3 and incorporated herein by reference are the extended
financial projections for each subsequent year for the five-year period ending
December 31, 2030 (the "Extended Financial Forecasts").
Attached as Exhibit 99.4 are consolidated financial statements of Vieco USA and
its subsidiaries for the years ended December 31, 2020 and 2019. The financial
statements attached hereto as Exhibit 99.4 have not been prepared in accordance
with the standards of the Public Company Accounting Oversight Board (the
"PCAOB"). The financial statements of Vieco USA that will be included in the
registration statement on Form S-4 discussed above will be required to conform
to the standards of the PCAOB and as a result may be adjusted or may be
presented differently than the financial statements attached hereto as Exhibit
99.4.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit
99.3 and Exhibit 99.4, is furnished and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liabilities under that section, and shall not be
deemed to be incorporated by reference into the filings of NextGen under the
Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information of the information contained
in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and
Exhibit 99.4.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between Vieco
USA and NextGen. This Current Report on Form 8-K is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential transaction and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of Vieco USA, the
combined company or NextGen, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
such state or jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act. NextGen intends
to file a registration statement on Form S-4 with the SEC, which will include a
document that serves as a prospectus and proxy statement of NextGen, referred to
as a proxy statement/prospectus. A proxy statement/prospectus will be sent to
all NextGen shareholders. NextGen also will file other documents regarding the
proposed transaction with the SEC. Before making any voting decision, investors
and security holders of NextGen are urged to read the registration statement,
the proxy statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed transaction as they
become available because they will contain important information about the
proposed transaction.
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Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by NextGen through the
website maintained by the SEC at www.sec.gov.
The documents filed by NextGen with the SEC also may be obtained free of charge
at NextGen's website at https://www.nextgenacq.com/nextgen-ii.html or upon
written request to 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431.
Participants in the Solicitation
NextGen and Vieco USA and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from NextGen's
shareholders in connection with the proposed transaction. A list of the names of
the directors and executive officers of NextGen and information regarding their
interests in the business combination is set forth in NextGen's registration
statement on Form S-1 (File No. 333-253848) filed with the SEC on March 25,
2021. Additional information regarding the interests of such persons will be
contained in the registration statement and the proxy statement/prospectus when
available. You may obtain free copies of these documents as described in the
preceding paragraph.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between Vieco USA and NextGen, including statements regarding the
benefits of the transaction, the anticipated timing of the transaction and the
services, customers and markets of Vieco USA. These forward-looking statements
generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this Current Report on Form
8-K, including but not limited to: (i) the risk that the transaction may not be
completed in a timely manner or at all, which may adversely affect the price of
NextGen's securities, (ii) the risk that the transaction may not be completed by
NextGen's business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by NextGen, (iii) the
failure to satisfy the conditions to the consummation of the transaction,
including the adoption of the Merger Agreement by the shareholders of NextGen,
the availability of the minimum amount of cash available in the trust account in
which substantially all of the proceeds of NextGen's initial public offering and
private placements of its warrants have been deposited following redemptions by
NextGen's public shareholders and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction, (v) the inability to complete
the PIPE Investment, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement,
(vii) the effect of the announcement or pendency of the transaction on Vieco
USA's business relationships, operating results, and business generally, (viii)
risks that the proposed transaction disrupts current plans and operations of
Vieco USA and potential difficulties in Vieco USA employee retention as a result
of the transaction, (ix) the outcome of any legal proceedings that may be
instituted against Vieco USA or against NextGen related to the Merger Agreement
or the proposed transaction, (x) the ability to maintain the listing of
NextGen's securities on a national securities exchange, (xi) the price of
NextGen's securities may be volatile due to a variety of factors, including
changes in the competitive and regulated industries in which NextGen plans to
operate or Vieco USA operates, variations in operating performance across
competitors, changes in laws and regulations affecting NextGen's or Vieco USA's
business, Vieco USA's inability to implement its business plan or meet or exceed
its financial projections and changes in the combined capital structure, (xii)
the ability to implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and realize additional
opportunities, (xiii) the ability of Vieco USA to implement its strategic
initiatives and continue to innovate its existing products, (xiv) the ability of
Vieco USA to defend its intellectual property, (xv) the ability of Vieco USA to
satisfy regulatory requirements, (xvi) the impact of the COVID-19 pandemic on
Vieco USA's and the combined company's business and (xv) the risk of downturns
in the commercial launch services, satellite and spacecraft industry. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of NextGen's registration statement on Form S-1 (File No.
333-253848), the registration statement on Form S-4 discussed above, the proxy
statement/prospectus and other documents filed or that may be filed by NextGen
from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and Vieco USA
and NextGen assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither Vieco USA nor NextGen gives any assurance that
either Vieco USA or NextGen, or the combined company, will achieve its
expectations.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of August 22, 2021
10.1 Form of Subscription Agreements
10.2 Form of Sponsor Support Agreement
10.3 Form of Stockholder Support Agreement
10.4 Form of Amended and Restated Registration Rights Agreement
10.5 Form of Stockholders Agreement
99.1 Joint Press Release, dated as of August 23, 2021
99.2 Investor Presentation
99.3 Extended Financial Forecasts
99.4 Financial statements of Vieco USA, Inc.
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