Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On April 4, 2023, Virgin Orbit Holdings, Inc. (the "Company") was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") that Nasdaq had determined to commence proceedings to delist the Company's common stock, par value $0.0001 par per share (the "Common Stock"), and the Company's warrants to purchase Common Stock (the "Warrants") from Nasdaq. Nasdaq reached its decision that the Company is no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM­5101-1 as a result of the Company's commencement of voluntary proceedings under Chapter 11 of the United States Bankruptcy Code on April 4, 2023. Nasdaq also asserted that the Company is not compliant with Listing Rule 5250(c)(1) because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Nasdaq informed the Company that its Common Stock and Warrants would be suspended at the opening of business on April 13, 2023.

The Company intends to appeal Nasdaq's decision to delist the Common Stock and Warrants, but pursuant to Nasdaq's listing rules, such appeal will not impact the upcoming suspension of trading in the Common Stock and Warrants, and such suspension will remain in effect unless Nasdaq determines to reinstate the securities as part of the Company's appeal. The Company can provide no assurance that its appeal will be successful.

If the appeal is unsuccessful, it is expected that Nasdaq would file a Form 25 with the Securities and Exchange Commission (the "SEC"), which would remove the Company's Common Stock and Warrants from listing and registration on Nasdaq.

Item 7.01 Regulation FD Disclosure

On April 10, 2023, the Company issued a press release announcing the information described above in Item 3.01 of this Current Report on Form 8-K (this "Current Report"). A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for 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, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains certain forward-looking statements within the meaning of the federal securities laws. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements contained in this Current Report other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company's expectations to appeal Nasdaq's delisting determination, the potential outcome of any appeal and the possibility that Nasdaq will proceed with delisting of the Common Stock and Warrants. 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 Current Report, including but not limited to: the timing and outcome of the Company's current proceedings (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") and the Company's filing for relief under Chapter 11; the impact of the Chapter 11 Cases on the listing of the Company's securities on the Nasdaq Stock Market; the impact of the Termination and Debrand Agreement, dated April 2, 2023, with Virgin Enterprises Limited on the Company's business; and the factors, risks and uncertainties included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as well as in the Company's subsequent filings with the SEC, accessible on the SEC's website at www.sec.gov and the Investor Information section of the Company's website at www.virginorbit.com. 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 the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

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Item 9.01 Financial Statements and Exhibits



(d) Exhibits


Exhibit No.                  Description
99.1                           Press Release, dated April     10    , 2023
104                          Cover Page Interactive Data File (embedded within the Inline XBRL
                             document)

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