Filed by NextGen Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Vieco USA, Inc.
Commission File No. 001-40267
Building Towards Third Commercial Launch, Virgin
Orbit Completes Final Launch Rehearsal
Virgin Orbit announced the successful completion
of its wet dress rehearsal today prior to its third launch carrying U.S. Department of Defense and commercial satellites to Low Earth
Orbit
MOJAVE, Calif.--(BUSINESS WIRE)--Yesterday, Virgin Orbit, which has
announced a planned business combination with NextGen Acquisition Corp. II (“NextGen”) (NASDAQ: NGCA), completed a full wet
dress rehearsal of its air-launched LauncherOne satellite delivery service, taking the integrated system through a full run of procedures
to verify the health of the system and the preparedness of the team.
“The successful completion of this final major test has us heading
into the holiday season with excellent momentum and high confidence for our Above the Clouds launch,” said Chief Operating Officer
Tony Gingiss. “It’s been an incredible year, delivering 19 satellites to orbit and ramping up our factory for 2022 –
our team has earned a joyous and restful holiday with their families.”
With this critical test successfully completed and the bonus of adding
an additional satellite to the payload stack earlier this month, Virgin Orbit is tracking towards a launch in January 2022. The launch
window is set to open January 12th, 2022, and the launch itself will be livestreamed to the public. The spacecraft to be launched for
this mission include satellites for the US Department of Defense’s Space Test Program, Polish company SatRevolution, and Spire Global,
Inc. (NYSE: SPIR). Virgin Orbit has safely loaded the spacecraft in the vehicle’s payload adapter, and they are slated for delivery
to the Mojave Air and Space Port in early January.
ABOUT NEXTGEN ACQUISITION CORP. II
NextGen Acquisition Corp. II is a blank check company whose business
purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses. NextGen is led by George Mattson, a former Partner at Goldman, Sachs & Co., and Gregory Summe, former Chairman
and CEO of Perkin Elmer and Vice Chairman of the Carlyle Group. NextGen is listed on NASDAQ under the ticker symbol "NGCA."
For more information, please visit www.nextgenacq.com.
ABOUT VIRGIN ORBIT
Virgin Orbit operates one of the most flexible and responsive space
launch systems ever built. Founded by Sir Richard Branson in 2017, the company began commercial service in 2021, and has already delivered
commercial, civil, national security, and international satellites into orbit. Virgin Orbit’s LauncherOne rockets are designed and
manufactured in Long Beach, California, and are air-launched from a modified 747- 400 carrier aircraft that allows Virgin Orbit to operate
from locations all over the world in order to best serve each customer’s needs. On August 22, 2021, Virgin Orbit entered into a
definitive agreement to combine with NextGen Acquisition Corp. II (NASDAQ: NGCA), a special purpose acquisition company, which would result
in Virgin Orbit becoming a publicly listed company on the Nasdaq Stock Market under the symbol VORB. To learn more, visit virginorbit.com.
IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This press release relates to a proposed transaction between Vieco
USA, Inc. (“Vieco USA”) and NextGen Acquisition Corp. II (“NextGen”). This press release 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 any securities, nor shall there be any sale of 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. In connection with the proposed transaction, NextGen has filed a registration statement on Form S-4
with the SEC on September 16, 2021, as amended on October 29, 2021, November 23, 2021 and December 3, 2021, which was declared effective
by the SEC on December 7, 2021, which includes a document that serves as a prospectus and proxy statement of NextGen (the “proxy
statement/prospectus”). A definitive proxy statement/prospectus was mailed to all NextGen shareholders of record as of November
19, 2021, the record date established for the extraordinary general meeting of shareholders relating to the proposed transaction on December
28, 2021. NextGen also will file other documents regarding the proposed transaction with the SEC. This communication does not contain
all the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed transaction. Before making any voting or investment decision, investors and
security holders of NextGen are urged to read the registration statement, the proxy statement/prospectus included therein 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.
Investors and security holders may obtain free copies of the registration
statement, the proxy statement/prospectus included therein 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.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of the federal securities laws, including with respect to the proposed transaction between Vieco USA and NextGen. 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 press release, 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 in connection with the transaction, (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 (xvii) 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 definitive proxy statement/prospectus filed by NextGen with the SEC on December
7, 2021 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.
Contacts
INQUIRIES:
www.virginorbit.com/investors
Media, Virgin Orbit: press@virginorbit.com
Investor Relations, Virgin Orbit: investorrelations@virginorbit.com
NextGen: info@nextgen.com
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