Item 2.02. Results of Operations and Financial Condition.



On January 13, 2022, Virgin Galactic Holdings, Inc. (the "Company") announced
its intention to offer, subject to market and other conditions, $425 million
aggregate principal amount of convertible senior notes due 2027 (the "Notes") in
a private offering (the "Offering") to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended. In connection with
the Offering, the Company provided prospective investors with a preliminary
offering circular dated January 13, 2022 (the "Preliminary Offering Circular").

The Preliminary Offering Circular contains certain preliminary unaudited
financial results of the Company as of and for the three months ended December
31, 2021. The preliminary unaudited financial results are furnished under the
heading "Preliminary Financial Results as of December 31, 2021 and for the Three
Months Ended December 31, 2021" in Exhibit 99.1 to this report.

Such information shall not be deemed to be "filed" with the Securities and
Exchange Commission (the "SEC") for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, except as expressly set forth by
specific reference in such filing. By filing this report and furnishing this
information, the Company makes no admission as to the materiality of any
information contained in Item 2.02 of this report, including the portion of
Exhibit 99.1 entitled "Preliminary Financial Results as of December 31, 2021 and
for the Three Months Ended December 31, 2021" and the information related
thereto.

Item 7.01 Regulation FD Disclosure.

In connection with the Offering, the Company is disclosing an updated description of certain aspects of the Company's business in the Preliminary Offering Circular. Accordingly, the Company is furnishing this information with this report in Exhibit 99.1 to this report, which is incorporated herein by reference.



Such information shall not be deemed to be "filed" with the SEC for the purposes
of Section 18 of the Exchange or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as expressly set forth by
specific reference in such filing. By filing this report and furnishing this
information, the Company makes no admission as to the materiality of any
information contained in Item 7.01 of this report, including any portion of
Exhibit 99.1.


Item 8.01. Other Events.

On January 13, 2022, the Company issued a press release announcing its intention
to offer, subject to market and other conditions, the Notes in the Offering. A
copy of the press release is filed as Exhibit 99.2 hereto and is incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit No.                                          Description
  99.1                    Excerpts from the Preliminary Offering Circular
  99.2                    Press release dated January 13, 2022
104                     Cover Page Interactive Data File (Cover page XBRL

tags are embedded within


                        the Inline XBRL document)



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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



                                                        Virgin Galactic Holdings, Inc.

Date: January 13, 2022                                  By:                           /s/ Michelle Kley
                                                        Name:                         Michelle Kley
                                                                                      Executive Vice President, General Counsel
                                                        Title:

and Secretary

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