维珍银河美股招股说明书(2026-01-23版)

Virgin Galactic Holdings, Inc. 68,061,371 shares of Common Stock As part of a private placement completed on December 18, 2025 (the “Previously Announced Transactions”), Virgin Galactic Holdings, Inc. (the“Company”) completed the repurchase of approximately $354.6million in aggregate principal amount of its 2.50% Convertible Senior Notes due 2027 and, inprivately negotiated transactions, issued approximately $212.5 million in aggregate principal amount of its 9.80% first lien notes due 2028 (the “Notes”) andwarrants (the “Purchase Warrants”) to purchase, at an exercise price of $6.696 per share, up to approximately 31.7million shares of its common stock, par value$0.0001. As required by the Registration Rights Agreement entered into by the Company in connection with the Previously Announced Transactions, on January9, 2026, the Company filed a Form S-3 Registration Statement (the “Registration Statement”) that only related to the registration of the resale by the holders of This prospectus relates to the resale, from time to time, of up to 68,061,371 shares of our common stock, par value $0.0001 (the “Shares”), by the sellingstockholders identified in this prospectus (collectively with any of the holders’ transferees, pledges, donees or successors, the “Selling Stockholders”), whichconsists of (i) 31,734,751 shares of common stock issuable to the Selling Stockholders upon the exercise of Purchase Warrants, and (ii) 36,326,620 shares ofcommon stock issuable to the Selling Stockholders upon a redemption by the Company of the Notes, which were issued pursuant to an Indenture, dated as ofDecember18, 2025 (the “Indenture”), by and among the Company, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as Sales of the Shares by the Selling Stockholders may occur at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailingmarket price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders may sell Shares to or through underwriters,broker dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers ofthe Shares, or both. If required, the number of Shares to be sold, the public offering price of those Shares, the names of any underwriters, broker dealers or The Company will not receive any proceeds from the sale by the Selling Stockholders of the Shares. We will, however, receive the cash exercise price of$6.696 per share for the exercise of anyPurchaseWarrants. We are paying the cost of registering the Shares covered by this prospectus as well as various related expenses. The Selling Stockholders are responsiblefor all selling commissions, transfer taxes and other costs related to the offer and sale of the Shares. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “SPCE.” On January22, 2026, the last reported sale priceof our common stock was $3.18 per share. Investing in our common stock involves risks. You should read carefully and consider the risks referenced under“RiskFactors” beginning on page5 of this prospectus, as well as the other information incorporated herein by reference, beforemaking a decision to invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS Table of Contents ABOUT THIS PROSPECTUS You should read this prospectus, any applicable prospectus supplement and the information incorporated by reference in this prospectus beforemaking an investment in the securities of Virgin Galactic Holdings, Inc. See “Where You Can Find More Information; Incorporation by Reference” foradditional information. You should rely only on the information contained in or incorporated by reference in this prospectus or a prospectus supplement.Neither the Company nor the Selling Stockholders have authorized anyone to provide you with different information. This document may be used only Unless the context otherwise requires, we use the terms “Virgin Galactic,” “company,” “we,” “us,” and “our” in this prospectus to refer to VirginGalactic Holdings, Inc. and its subsidiaries. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the information incorporated by reference in this prospectus contain forward-looking statements, which reflect our currentviews with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained inthis prospectus are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may In some cases, you can identify forward-