Item 1.01. Entry into a Material Definitive Agreement.



On June 28, 2022 (the "Effective Date"), Virgin Orbit Holdings, Inc. (the
"Company" or "we") entered into a securities purchase agreement (the "Purchase
Agreement") with YA II PN, Ltd. (the "Investor"), pursuant to which the Company
sold and issued to Investor a convertible debenture (the "Convertible
Debenture") on June 29, 2022 in the principal amount of $50.0 million, which is
convertible into shares of the Company's common stock, par value $0.0001 per
share (the "Common Stock"), subject to certain conditions and limitations set
forth in the Purchase Agreement. Investor will use commercially reasonable
efforts to convert $2.7 million in each 30-day period beginning on August 28,
2022, provided that the certain conditions are satisfied as of each such period.

The Convertible Debenture bears interest at an annual rate of 6.0% and has a
maturity date of December 29, 2023. The Convertible Debenture provides a
conversion right, in which any portion of the principal amount of the
Convertible Debenture, together with any accrued but unpaid interest, may be
converted into the Company's Common Stock at a conversion price equal to the
lower of (i) $4.64 or (ii) 95% of the average of the two lowest daily volume
weighted average price of the Common Stock during the three (3) trading days
immediately preceding the date of conversion (but not lower than a certain floor
price, currently set at $2.52, that is subject to further adjustment in
accordance with the terms of the Convertible Debenture).

The Convertible Debenture may not be converted into Common Stock to the extent
such conversion would result in the Investor and its affiliates having
beneficial ownership of more than 9.99% of the Company's then outstanding shares
of Common Stock; provided that this limitation may be waived by the Investor
upon not less than 65 days' prior notice to the Company. The Convertible
Debenture provides the Company, subject to certain conditions, with a redemption
right pursuant to which the Company, upon three (3) business days' prior notice
to the Investor in the case of a partial redemption or ten (10) business days'
notice in the case of a full redemption, may redeem, in whole or in part, any of
the outstanding principal and interest thereon at a redemption price equal to
2.5% of the principal amount being redeemed up until October 1, 2022, and
thereafter at a redemption price equal to 5.0% of the principal amount being
redeemed.

In connection with the Purchase Agreement, the Company and Investor entered into
a registration rights agreement (the "Registration Rights Agreement") pursuant
to which the Company is required to file a registration statement registering
the resale by the Investor of any shares of the Company's Common Stock issuable
upon conversion of the Convertible Debenture under the Securities Act of 1933,
as amended (the "Securities Act"). Pursuant to the Registration Rights
Agreement, the Company is required to meet certain obligations with respect to,
among other things, the timeliness of the filing and effectiveness of the
Registration Statement. The Company is required to file such registration
statement no later than 30 days following the Effective Date.

The Purchase Agreement contains customary representations, warranties,
conditions and indemnification obligations by each party. The representations,
warranties and covenants contained in the Purchase Agreement were made only for
purposes of the Purchase Agreement and as of specific dates, were solely for the
benefit of the parties to such agreement and are subject to certain important
limitations.

The foregoing descriptions of the Purchase Agreement, Registration Rights
Agreement and Convertible Debenture are qualified in their entirety by reference
to the full text such agreements, which are attached to this Current Report on
Form 8-K as Exhibit 10.1, 10.2, and 4.1, respectively, which are incorporated
herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 this Current Report on Form 8-K is incorporated into this Item 2.03 by reference in its entirety.

Item 3.02. Unregistered Sales of Equity Securities.



The information set forth above in Item 1.01 this Current Report on Form 8-K is
incorporated into this Item 3.02 by reference in its entirety. The Convertible
Debenture was issued to the Investor in reliance upon Section 4(a)(2) of the

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Securities Act in a transaction not involving any public offering. The Company
relied on this exemption from registration based in part on representations made
by the Investor in the Purchase Agreement for the Convertible Debenture. Any
shares of the Company's Common Stock that may be issued upon conversion of the
Convertible Debenture will be issued in reliance upon Section 3(a)(9) of the
Securities Act as involving an exchange by the Company exclusively with its
security holders. Initially, a maximum of 19,841,270 shares of the Company's
common stock may be issued upon conversion of the Convertible Debenture subject
to adjustment provisions included in the Convertible Debenture.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.




      Exhibit No.                                                Description
                                 C    onvert    i    ble Debenture, dated

Convertible Debenture, dated


          4.1                  June 29, 2022, between Virgin Orbit

Holdings, Inc. and YA II PN, Ltd.


                                 Securities Purchase Agreement, dated June

28, 2022, between Virgin Orbit


         10.1+                 Holdings, Inc. and YA II PN, Ltd.
                                 Registration Rights Agreement, dated June

28, 2022, between Virgin Orbit


          10.2                 Holdings, Inc. and YA II PN, Ltd.
          104                  Cover Page Interactive Data File (embedded

within the Inline XBRL document)



                               Schedules and exhibits have been omitted

pursuant to Item 601(a)(5) of


                               Regulation S-K. The Registrant agrees to

furnish supplementally a copy of any


           +                   omitted schedule or exhibit to the SEC upon request.

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