INTRODUCTORY NOTE
This Amendment No. 3 on Form 8-K (this Amendment No. 3) incorporates by reference the
information contained in the Current Report on Form 8-K filed by Virgin Galactic Holdings, Inc. (VGH) on October 29, 2019, as amended by Amendment No. 1 filed on October 29, 2019 and
Amendment No. 2 filed on November 12, 2019 (collectively, the Original Report).
As previously reported in the Original Report,
Social Capital Hedosophia Holdings Corp. (SCH), a Cayman Islands exempted company, previously entered into an Agreement and Plan of Merger, dated as of July 29, 2019, as amended on October 2, 2019 (the Merger
Agreement), by and among SCH, Vieco USA, Inc., Vieco 10 Limited (V10), Foundation Sub 1, Inc., a direct wholly owned subsidiary of SCH (Merger Sub A), Foundation Sub 2, Inc., a direct wholly owned subsidiary of SCH
(Merger Sub B), Foundation Sub LLC, a direct wholly owned subsidiary of SCH (Merger Sub LLC), TSC Vehicle Holdings, Inc., an indirect wholly owned subsidiary of V10 (Company A), Virgin Galactic Vehicle Holdings,
Inc., an indirect wholly owned subsidiary of V10 (Company B), and Virgin Galactic Holdings, LLC, a direct wholly owned subsidiary of V10 (Company LLC). The Merger Agreement provided for, among other things, the domestication
of SCH as a Delaware corporation, upon which it changed its name to Virgin Galactic Holdings, Inc. (the Domestication) and the mergers of (x) Merger Sub A with and into Company A, with Company A surviving the merger as a
wholly owned subsidiary of VGH, (y) Merger Sub B with and into Company B, with Company B surviving the merger as a wholly owned subsidiary of VGH, and (z) Merger Sub LLC with and into Company LLC, with Company LLC surviving the merger as a
wholly owned subsidiary of VGH (together with the Domestication, the Business Combination).
On October 23, 2019, SCH held an
extraordinary general meeting at which the SCH shareholders considered and approved, among other things, the Business Combination. Following the approval of SCHs shareholders, on October 25, 2019, the parties consummated the Business
Combination.
Item 8.01. Other Events.
As a
result of the Business Combination, VGH became the successor issuer to SCH. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the Exchange Act), VGHs shares of
common stock, units and warrants are deemed registered under Section 12(b) of the Exchange Act.