Virgin Orbit raises far less than expected from SPAC merger

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WASHINGTON — Virgin Orbit will get less than half the money it originally expected from its merger with a special purpose acquisition company (SPAC) as that deal wins shareholder approval.

Virgin Orbit announced Dec. 28 that shareholders of NextGen Acquisition Corp. II, a SPAC that announced in August it would merge with Virgin Orbit, had approved the merger. The deal is set to close by the end of the month, turning Virgin Orbit into a publicly traded company on the Nasdaq under the ticker symbol VORB.

When the companies announced the merger, they projected raising $483 million for Virgin Orbit: $383 million from the proceeds of the SPAC and $100 million from a concurrent private investment in public equity (PIPE) round that included AE Industrial Partners and Boeing as investors.

However, Virgin Orbit said in the statement that the merger will provide just $228 million in gross proceeds, with $68 million coming from SPAC proceeds. That suggests a high rate of redemptions, where shareholders of the SPAC exercise their right to get their money back rather than retain their shares in the merged company. High redemption rates have been an issue for SPAC mergers in general in recent months.

The remaining $160 million comes from the PIPE, which includes the original $100 million plus additional investment from the Virgin Group and Mubadala Investment Company. Virgin Orbit announced Dec. 23 that the Virgin Group had agreed to invest up to $100 million in ensure the deal met the “minimum cash condition” of the merger agreement.

The companies did not disclose in the announcement what that minimum cash condition was but said the $228 million raised was sufficient to meet it. According to the merger agreement filed with the Securities and Exchange Commission in August, the minimum cash condition was $200 million.

It’s unclear what near-term effects, if any, the shortfall in capital will have on Virgin Orbit, but it may require the company to seek additional funding through a secondary offering. In an August investor presentation, Virgin Orbit estimated needing $420 million in cash, starting in the second half of 2021, to reach positive cash flow in 2024.

Despite the reduced capital, executives with Virgin Orbit and NextGen hailed the completion of the merger. “The capital raised through this transaction, combined with our new access to the public markets, will enable us to scale rocket manufacturing and extend our space solutions business and product development while we continue to expand globally through key partnerships with customers worldwide,” Dan Hart, chief executive of Virgin Orbit, said in a company statement.

“I’m thrilled to support Virgin Orbit as it becomes a publicly traded business and builds on the incredible successes that we’ve seen this year,” Richard Branson, founder of Virgin Orbit, said in the statement.

Branson and Virgin Orbit executives will celebrate going public with an “opening bell” ceremony at Nasdaq Jan. 7. That will take place days before the next Virgin Orbit launch, a mission called “Above the Clouds” and currently scheduled for no earlier than Jan. 12.