Tag: SEC

Virgin Galactic Sees Departure of Chief Legal Officer & Director of Safety as Company Fights Lawsuits

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Michelle Kley (Credit: Virgin Galactic)

by Douglas Messier
Managing Editor

Virgin Galactic has seen the departures of its director of safety and chief legal officer over the past month.

Chief Legal Officer and General Counsel Michelle Kley is leaving Virgin Galactic as of July 19 after two years and seven months with the company. She will become chief legal officer at Volta, a company that runs an electric vehicle charging network.

Her departure comes as Virgin Galactic battles lawsuits from unhappy shareholders who claim to have lost money since the company went public more than 2.5 years ago.

Kley joined Virgin Galactic as executive vice president, chief legal officer, general counsel and secretary in December 2019. She previously served as senior vice president, chief legal officer, general counsel and secretary at Maxar Technologies from July 2016 to March 2019.

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Tailwind Two Acquisition Corp. and Terran Orbital Announce March 22, 2022 Extraordinary General Meeting of Shareholders to Approve Business Combination

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BOCA RATON, Fla. (Terra Orbital/Tailwind Two PR) — Terran Orbital Corporation (“Terran Orbital”), a leading vertically integrated provider of end-to-end satellite solutions and Tailwind Two Acquisition Corp. (NYSE: TWNT) (“Tailwind Two”), a publicly traded special purpose acquisition company, today announced that the extraordinary general meeting of shareholders of Tailwind Two (the “Extraordinary General Meeting”) to approve the pending business combination (the “Business Combination”) between Terran Orbital and Tailwind Two is scheduled to be held on Tuesday, March 22, 2022 at 9:00 a.m. Eastern Time. Holders of Tailwind Two’s Class A ordinary shares and Class B ordinary shares at the close of business on the record date of February 4, 2022 will be entitled to notice of the Extraordinary General Meeting and to vote at the Extraordinary General Meeting.

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Lockheed Martin Statement on FTC Opposition to Aerojet Rocketdyne Acquisition

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Update on Proposed Aerojet Rocketdyne Acquisition
Lockheed Martin
Jan. 25, 2022

Earlier this month, Lockheed Martin and Aerojet Rocketdyne agreed with the Federal Trade Commission (FTC) that the parties would not close the transaction before Jan. 27, 2022, to enable the parties to discuss the scope and nature of the merchant supply and firewall commitments previously offered by Lockheed Martin. Lockheed Martin has been advised by the FTC that its concerns regarding the transaction cannot be addressed adequately by the terms of a consent order. Lockheed Martin believes it is highly likely that the FTC will vote to sue to block the transaction and expects they will make a decision before Jan. 27, 2022.

If the FTC sues to block the transaction, Lockheed Martin could elect to defend the lawsuit or terminate the merger agreement. Additional information concerning the transaction can be found in Lockheed Martin’s 2021 Form 10-K that has been filed with the Securities and Exchange Commission.

Lockheed Martin continues to believe in the benefits of the transaction for the United States and its allies, the industry, and all of the company’s stakeholders.

Sidus Space, Inc. Announces Closing of Initial Public Offering

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CAPE CANAVERAL, Fla. (Sidus Space PR) — Sidus Space, Inc. (NASDAQ:SIDU) (the Company), a Space-as-a-Service satellite company, today announced the closing of its previously announced initial public offering.

The Company had previously announced the pricing of its public offering of 3,000,000 shares of its Class A common stock on December 13, 2021 at $5.00 per share for a total of $15,000,000 of gross proceeds to Sidus Space, Inc.

The Company commenced trading on the Nasdaq Capital Market on December 14, 2021 under the symbol ‘SIDU’.

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Class Action Lawsuit Filed Against Virgin Galactic Alleging Securities Fraud

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Michael Colglazier (Credit: Virgin Galactic)

by Douglas Messier
Managing Editor

A class action lawsuit was filed in New York on Dec. 7 alleging securities fraud by Virgin Galactic, which went public on the New York Stock Exchange (NYSE) in October 2019 after merging with Chamath Palihapitiya’s Social Capital Hedosophia (SCH).

Named in the lawsuit are Virgin Galactic Holdings, CEO Michael Colglazier, former CEO George Whitesides, former current chief financial officer Doug Ahrens, and former chief financial officer Jon Compagna.

The lawsuit was filed amid years-long delays in the start of commercial human suborbital flights that have caused a sharp decline in the value of the stock. Virgin Galactic began trading on the New York Stock Exchange at an opening price of $12.34 on Oct. 28, 2019. The stock is now trading at $14.46 having previously soared to a high of $62.80.

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NetGen Acquisition Corp. II Sets Vote on Virgin Orbit Merger

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  • Special meeting of stockholders of NextGen Acquisition Corp. II scheduled for December 28, 2021 at 9:00 a.m. Eastern time
  • Upon closing, Virgin Orbit will be listed on NASDAQ under the new ticker symbol “VORB”
  • The boards of directors of Virgin Orbit and NextGen Acquisition Corp. II have unanimously approved the Business Combination

LONG BEACH, Calif. & BOCA RATON, Fla., December 08, 2021 (Virgin Orbit/NextGen Acquisition II PR) — NextGen Acquisition Corp. II (NASDAQ:NGCA) (“NextGen”) today announced that its Registration Statement on Form S-4 in connection with the previously announced business combination (the “Business Combination”) with Vieco USA, Inc., the parent company of Virgin Orbit (“Virgin Orbit” or the “Company”), the responsive launch and space solutions company, has been declared effective by the Securities and Exchange Commission (the “SEC”).

NextGen has set December 28, 2021 at 9:00 a.m. Eastern time for a special meeting of stockholders to approve the proposals associated with the Business Combination. The proxy statement to its stockholders is available at:  https://www.sec.gov/Archives/edgar/data/0001843388/000121390021063966/f424b31221_nextgenacq2.htm.

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Planet Announces Effectiveness of dMY IV’s S-4 Registration Statement

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Special Meeting of dMY Technology Group, Inc. IV Stockholders to Approve Business Combination, Scheduled for December 3rd, 2021

Upon Closing, the Combined Company’s Common Stock and Warrants are Expected to Trade on the New York Stock Exchange Under the Tickers “PL” and “PL WS”, respectively

SAN FRANCISCO, November 08, 2021 (Planet Labs PR)–Planet Labs Inc. (“Planet”), a leading provider of daily data and insights about Earth, today announced that, on November 5, 2021, the Securities and Exchange Commission (“SEC”) declared effective the Registration Statement on Form S-4 (“Registration Statement”) in connection with its proposed business combination (the “Business Combination”) with dMY Technology Group, Inc. IV, a publicly traded special purpose acquisition company (NYSE: DMYQ) (“dMY IV”).

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Tailwind Two Acquisition Corp. Signs Definitive Agreement to Take Terran Orbital Public Using a SPAC; Valuation of $1.58 Billion

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  • $345 million cash-in-trust from Tailwind Two
  • $50 million PIPE with participation from AE Industrial Partners, Beach Point Capital, Daniel Staton and Lockheed Martin
  • $75 million of additional financial commitments from Francisco Partners and Beach Point Capital
  • Transaction expected to close in first quarter of 2022

New York, NY. and BOCA RATON, FL. (October 28, 2021) — Tailwind Two Acquisition Corp. (NYSE:TWNT) (“Tailwind Two”), a special purpose acquisition company, and Terran Orbital Corporation, the global leader and pioneer in the development, innovation and operation of small satellites and earth observation solutions, jointly announced today that they have entered into a definitive business combination agreement.  Upon the closing of the transaction, the combined company (the “Company”) will operate as Terran Orbital Corporation, with plans to list on the NYSE under the symbol LLAP. The pro forma total enterprise value of the combined companies is approximately $1.58 billion. The transaction is expected to close in the first quarter of 2022.

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Planet Reports Second Quarter Financial Results and Reaffirms Full Year Outlook

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  • Delivers Record Second Quarter Revenue of $30.4 Million, Up 19% YoY
  • Reiterates $130 million Revenue Outlook for Fiscal Year 2022

SAN FRANCISCO (Planet Labs PR)–Planet Labs Inc. (“Planet” or the “Company”), a leading provider of daily data and insights about Earth, today announced financial results for its second fiscal quarter ended July 31, 2021, highlighting the continued momentum of its unique data subscription business. Earlier this year, Planet entered into a definitive merger agreement with dMY Technology Group, Inc. IV (NYSE: DMYQ) (“dMY IV”), a special purpose acquisition company, to become a publicly traded company later this year (the “Business Combination”).

Second Quarter FY2022 Highlights

  • Q2 Revenue increased 19% year-over-year to $30.4 million.
  • Percent of Recurring ACV was 93%, as compared to 92% in the year ago comparable quarter
  • End of Period (EoP) Customer Count increased 36% year-over-year to 732 customers
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Bank of America Rips Virgin Galactic for Failure to Disclose Out of Airspace Mishap on Richard Branson Flight

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Richard Branson and other passengers float around in weightlessness. (Credit: Virgin Galactic)

Editor’s Note, Sept. 26: 2021: Story updated to reflect that Richard Branson began selling $300 million worth of Virgin Galactic shares on Aug. 10 the day before the FAA notified the company of a mishap during the July flight that carried the billionaire to space. The sale continued through Aug. 12.

by Douglas Messier
Managing Editor

Analysts at Bank of America who cover Virgin Galactic’s publicly-traded stock are not amused by the company’s failure to disclose that a SpaceShipTwo suborbital flight carrying founder Richard Branson flew outside of its assigned airspace on July 11, resulting in an investigation by the Federal Aviation Administration (FAA) and the grounding of the company’s only operational space plane.

“Point blank, in our view, it is unacceptable to have an event during a flight that, per FAA regulations, is considered a mishap and then claim that the mission was a full success,” analyst Ronald Epstein wrote in a note to investors. “The old adage, it’s easier to ask for forgiveness than permission, generally is a poor strategy in aviation.”

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Genesis Park Acquisition Corp. and Redwire Announce Shareholder Approval of the Business Combination

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JACKSONVILLE, Fla. and HOUSTON, Sept. 1, 2021 (Genesis Park PR) — Genesis Park Acquisition Corp. (“GPAC”) (NYSE: GNPK), a U.S. publicly-traded special purpose acquisition company, and Redwire, LLC (“Redwire” or the “Company”), a leader in mission critical space solutions and high reliability components for the next generation space economy, announced that at GPAC’s extraordinary general meeting held today (the “Extraordinary General Meeting”), GPAC’s shareholders voted to approve the previously announced proposed business combination between GPAC and Redwire (the “Business Combination”), as well as all other proposals related to the Business Combination. Approximately 97% of the votes cast at the meeting, representing approximately 73% of GPAC’s outstanding shares as of the record date, voted to approve the Business Combination.

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SEC Announces Charges Against Momentus, Stable Road and Their CEOs for Misleading Claims in SPAC Merger

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Mikhail Kokorich

WASHINGTON, D.C., July 13, 2021 (SEC PR) — The Securities and Exchange Commission today announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed merger target Momentus Inc., and Momentus’s founder and former CEO Mikhail Kokorich for misleading claims about Momentus’s technology and about national security risks associated with Kokorich. The SEC’s litigation is proceeding against Kokorich, against whom the SEC filed a complaint in the U.S. District Court for the District of Columbia. All other parties are settling with the SEC, with terms including total penalties of more than $8 million, tailored investor protection undertakings, and the SPAC sponsor’s forfeiture of founder’s shares it stands to receive if the merger, currently scheduled for August 2021, is approved.

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Virgin Galactic Files to Raise $1 Billion in Stock Sale

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A view from inside the cockpit. (Credit: Virgin Galactic)

by Douglas Messier
Managing Editor

Virgin Galactic filed paperwork with the Securities and Exchange Commission (SEC) to issue up to $1 billion in additional stock on Friday at the start of the long Memorial Day weekend. Friday is a traditional day to dump news you don’t want a lot of media coverage about; a long holiday weekend is especially useful for that purpose.

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Pomerantz Law Firm Files Class Action Against Virgin Galactic Holdings, Inc. and Certain Officers

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NEW YORK (Pomerantz LLP PR) — Pomerantz LLP announces that a class action lawsuit has been filed against Virgin Galactic Holdings, Inc. (“Virgin Galactic” or the “Company”) (NYSE: SPCE) and certain of its officers. The class action, filed in the United States District Court for the Eastern District of New York, and docketed under 21-cv-03070, is on behalf of a class consisting of all persons and entities other than Defendants that purchased or otherwise acquired Virgin Galactic securities between October 26, 2019 and April 30, 2021, both dates inclusive (the “Class Period”), seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials.

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Rocket Lab Progresses Flight Review, Recovers First Stage Following Successful Ocean Splashdown

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Electron first stage aboard recovery ship. (Credit: Rocket Lab)

LONG BEACH, Calif. May 17, 2021 (Rocket Lab PR) — On May 15, 2021, Rocket Lab experienced an anomaly almost three minutes into the company’s 20th Electron launch. Following a successful lift-off from Launch Complex 1, Electron proceeded through a nominal first stage engine burn, stage separation, and stage 2 ignition. Shortly after the second stage ignition the engine shut down, resulting in the loss of the mission.

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