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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number: 001-38202 ____________________________ Virgin Galactic Holdings, Inc. (Exact name of registrant as specified in its charter) __________________________ Delaware 85-3608069 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 166 North Roadrunner Parkway, Suite 1C Las Cruces, New Mexico 88011 (Address of principal executive offices) (Zip Code) (575) 424-2100 (Registrant's telephone number, including area code) __________________________ Securities registered pursuant to section 12(b) of the Act: Name of each exchange on which Title of each class Trading Symbol(s) registered Common stock, $0.0001 par value per share SPCE New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None __________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common stock held by non-affiliates, computed by reference to the closing sales price of $16.34 reported on The New York Stock Exchange, was approximately $1.5 billion. As of February 22, 2021, there were 236,944,263 shares of the registrant's common stock, $0.0001 par value per share, issued and outstanding. ____________________________ DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE Virgin Galactic Holdings, Inc. (the “Company”) is filing this Amendment No. 2 (“Amendment No. 2”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities Exchange Commission on March 1, 2021 (the “Original Form 10-K”), as amended by Amendment No. 1 thereto on Form 10-K/A filed with the SEC on March 11, 2021, to amend and restate the previously issued audited consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2020 and 2019, as well as the summarized unaudited quarterly financial data for the quarters ended December 31, 2019 through December 31, 2020, contained in the Original Form 10-K (the “Restatement”). Background of Restatement On April 12, 2021, subsequent to the issuance of the Company’s Original Filing, the Acting Director of the Division of Corporation Finance and the Acting Chief Accountant of the SEC issued a Staff Statement (the “Staff Statement”) on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”). The Staff Statement discussed certain features of warrants similar to the public warrants and private placement warrants (collectively, the “Warrants”) issued in connection with the initial public offering of Social Capital Hedosophia Holdings Corp. (“SCH”), specifically settlement terms and provisions related to certain tender offers following a business combination, as well as certain warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock, and noted that entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity or as an asset or liability. After consideration of the Statement, the Company, in consultation with its independent registered public accounting firm, KPMG LLP (“KPMG”), re-evaluated its historical accounting for the Warrants and concluded it must amend the accounting treatment of the Warrants recorded to the Company’s consolidated financial statements as a result of the Company’s merger with SCH (the “Merger”) and the reverse recapitalization that occurred on October 25, 2019. At that time, the Warrants were classified within equity. After reviewing the Statement, the Company concluded that the exercise and settlement features of the private placement warrants may change with a change in the holder, which precludes the private placement warrants from being considered indexed to the Company’s own stock and therefore, precludes the private placement warrants from meeting the scope exception from derivative accounting prescribed by Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”). In addition, the Company concluded that the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s common stock, an event that is outside the control of the Company. As such, the Warrants do not meet the conditions to be classified within equity under the Statement and should be presented as a liability. Under ASC 815, the Company has concluded it should record the Warrants as a liability on the Company’s consolidated balance sheet at fair value as of the closing of the Merger, with subsequent changes in their fair value recognized in the Company’s consolidated statement of operations at each reporting date. The Restatement gives effect to the correction of these errors in the Company’s consolidated financial statements. See Part II, Item 8. “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 2. Restatement of Previously Issued Statements,” for additional information. In connection with the Restatement, management has concluded that the Company had a material weakness as of December 31, 2020, related to the accounting of the Warrants. Management has further concluded that its remediation plan with respect to its previously disclosed material weaknesses will be expanded to improve the process and controls in determining the appropriate accounting treatment for significant and unusual transactions including equity-linked instruments. For a discussion of management’s considerations of the Company’s disclosures controls and procedures, internal controls over financial reporting, and material weaknesses identified, see Part II, Item 9A. “Controls and Procedures.” Items Amended in this Amendment No. 2 For the convenience of the reader, this Amendment sets forth the Original Form 10-K, as modified and superseded where necessary to reflect the Restatement. The following items included in the Original Form 10-K have been amended to reflect the Restatement: • Cautionary Note Regarding Forward-Looking Statements • Part I, Item 1A, Risk Factors • Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations • Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk • Part II, Item 8, Financial Statements and Supplementary Data • Part II, Item 9A, Controls and Procedures • Part IV, Item 15, Exhibits and Financial Statement Schedules Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment No. 2 currently dated certifications from our principal executive officer and principal financial officer. These certifications are filed or furnished, as applicable, as Exhibits 31.1, 31.2, and 32.1. Except as described above, this Amendment No. 2 does not amend, update or change any other disclosures in the Original Filing. In addition, the information contained in this Amendment No. 2 does not reflect events occurring after the Original Filing and does not modify or update the disclosures therein, except to reflect the effects of the Restatement. This Amendment should be read in conjunction with the Company’s other filings with the SEC. Table of Contents VIRGIN GALACTIC HOLDINGS, INC. TABLE OF CONTENTS Page No. Cautionary Note Regarding Forward-Looking Statements 2 Risk Factor Summary 3 Part I Item 1. Business 4 Item 1A. Risk Factors 23 Item 2. Properties 45 Item 3. Legal Proceedings 45 Item 4. Mine Safety Disclosures 45 Part II Item 5.

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