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Virgin Galactic Holdings, Inc. (Exact Name of Registrant As Specified in Its Charter)

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Virgin Galactic Holdings, Inc. (Exact Name of Registrant As Specified in Its Charter) Table of Contents As filed with the Securities and Exchange Commission on February 14, 2020 Registration No. 333-234770 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Virgin Galactic Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 4700 98-1366046 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 166 North Roadrunner Parkway, Suite 1C Las Cruces, New Mexico 88011 (661) 824-6690 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) George Whitesides President and Chief Executive Officer 166 North Roadrunner Parkway, Suite 1C Las Cruces, New Mexico 88011 (661) 824-6690 (Address, including zip code, and telephone number, including area code, of agent for service) Copies to: Justin G. Hamill Michelle Kley Shayne Kennedy Executive Vice President, General Counsel Drew Capurro 166 North Roadrunner Parkway, Suite 1C Latham & Watkins LLP Las Cruces, New Mexico 88011 885 Third Avenue (661) 824-6690 New York, NY 10022 (212) 906-1200 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Amount Aggregate Proposed Maximum Title of each class of to be Offering Price Aggregate Offering Amount of securities to be registered Registered (1) Per Share Price Registration Fee Shares of common stock, $0.0001 par value per share, underlying warrants 30,998,625(2) $11.50 $356,484,188 $46,272(3) (1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover an indeterminate number of additional shares to be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered. (2) Includes 30,998,625 shares of common stock issuable upon the exercise of 30,998,625 issued and outstanding warrants to purchase the registrant’s common stock. (3) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents EXPLANATORY NOTE Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”) filed a Registration Statement on Form S-3 on November 18, 2019 (Registration No. 333-234770) (the “Registration Statement”). This Amendment No. 1 to Form S-3 is being filed to convert the Registration Statement on Form S-3 into a Registration Statement on Form S-1. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated February 14, 2020. PROSPECTUS Virgin Galactic Holdings, Inc. 30,998,625 Shares of Common Stock Underlying Warrants Virgin Galactic Holdings, Inc. may issue up to 30,998,625 shares of common stock, par value $0.0001 per share (“common stock”), issuable upon the exercise of 30,998,625 issued and outstanding warrants to purchase our common stock at an exercise price of $11.50 per share (the “warrants”) that were initially issued in connection with our initial public offering and a concurrent private placement. We will not receive any proceeds from the sale of shares of common stock underlying the warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the warrants for cash. See “Plan of Distribution” beginning on page 121 of this prospectus. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN ANY APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock, warrants and units are listed on the New York Stock Exchange (the “NYSE”) under the symbols “SPCE,” “SPCE.WS” and “SPCE.U,” respectively. On February 13, 2020, the last reported sale price of our common stock was $23.66 per share, on February 13, 2020 the last reported sale price of our warrants was $11.35 per warrant and on February 13, 2020 the last reported sale price of our units was $29.25 per unit. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2020. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 2 RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 31 USE OF PROCEEDS 32 DETERMINATION OF OFFERING PRICE 33 MARKET PRICE OF COMMON STOCK AND DIVIDENDS 34 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 35 SCH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46 THE VG COMPANIES’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 50 BUSINESS 64 MANAGEMENT 85 COMPENSATION DISCUSSION AND ANALYSIS 93 DIRECTOR COMPENSATION 105 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 107 PRINCIPAL STOCKHOLDERS 114 DESCRIPTION OF CAPITAL STOCK 116 PLAN OF DISTRIBUTION 121 LEGAL MATTERS 122 EXPERTS 122 WHERE YOU CAN FIND MORE INFORMATION 122 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Table of Contents ABOUT THIS PROSPECTUS We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. This prospectus includes market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any applicable prospectus supplement and any applicable free writing prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “we,” “our,” “us” and the “Company” in this prospectus, we mean Virgin Galactic Holdings, Inc. and its consolidated subsidiaries, unless otherwise specified, which was a special purpose acquisition
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