Common use of Purchase Contracts Units Clause in Contracts

Purchase Contracts Units. We may offer and sell up to $1,000,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement to the extent appropriate or required by law. See the sections of this prospectus entitled “About This Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE "RISK FACTORS" ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN OR THEREIN CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the New York Stock Exchange under the symbol “SPCE.” On June 16, 2021, the last reported sale price of our common stock on the New York Stock Exchange was $35.37 per share. 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 June 29, 2021. TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 4 THE COMPANY 6 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 13 DESCRIPTION OF DEPOSITARY SHARES 21 DESCRIPTION OF WARRANTS 24 DESCRIPTION OF PURCHASE CONTRACTS 26 DESCRIPTION OF UNITS 27 GLOBAL SECURITIES 28 PLAN OF DISTRIBUTION 32 LEGAL MATTERS 34 EXPERTS 35 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. To the extent permitted by law, we may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Such prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” 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. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference or, in each case, any earlier date specified for such information, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, 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 or incorporated by reference 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, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this 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. When we refer to “you,” we mean the potential holders of the applicable series of securities.

Purchase Contracts Units. We may offer and sell up to $1,000,000,000 in the aggregate of the securities identified above from time to time time, in one or more offerings. This prospectus provides you with a general description series or issuances and on terms that we will determine at the time of the securitiesoffering, any combination of the securities described in this prospectus, up to an aggregate amount of $200,000,000. Each time we offer and sell securities, we We will provide specific terms of any offering in a supplement to this prospectus. Any prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update update, or change information contained in this prospectus with respect to that offeringprospectus. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell as well as the securities described documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be offered and any prospectus supplement sold in the same offering or in separate offerings; to or through one or more underwriters, dealers dealers, and agents, ; or directly to purchasers, or through a combination . The names of these methods. If any underwriters, dealers dealers, or agents are involved in the sale of any of the our securities, their names compensation and any applicable purchase price, fee, commission or discount arrangement between or among over-allotment options held by them will be set forth, or will be calculable from the information set forth, described in the applicable prospectus supplement to the extent appropriate or required by lawsupplement. See the sections of this prospectus entitled “About This Prospectus” and “Plan of Distribution.” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE "RISK FACTORS" ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN OR THEREIN CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed presently traded on the New York Stock Exchange NYSE American under the symbol “SPCEATNM.” On June 16October 23, 20212017, the last reported sale price of our common stock on the New York Stock Exchange was $35.37 0.72 per share. We recommend that you obtain current market quotations for our common stock prior to making an investment decision. We will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of our common stock on any securities exchange. You should carefully read this prospectus, any prospectus supplement relating to any specific offering of securities, and all information incorporated by reference herein and therein. Investing in our securities involves a high degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page S-9 and in the documents incorporated by reference into this prospectus. 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 June 29October 24, 2021. 2017 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 S-1 PROSPECTUS SUMMARY S-2 RISK FACTORS S-9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS S-9 USE OF PROCEEDS S-9 DESCRIPTION OF CAPITAL STOCK S-10 DESCRIPTION OF DEBT SECURITIES S-18 DESCRIPTION OF WARRANTS S-24 DESCRIPTION OF RIGHTS S-26 DESCRIPTION OF UNITS S-28 PLAN OF DISTRIBUTION S-29 LEGAL MATTERS S-30 EXPERTS S-30 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 4 THE COMPANY 6 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 13 DESCRIPTION OF DEPOSITARY SHARES 21 DESCRIPTION OF WARRANTS 24 DESCRIPTION OF PURCHASE CONTRACTS 26 DESCRIPTION OF UNITS 27 GLOBAL SECURITIES 28 PLAN OF DISTRIBUTION 32 LEGAL MATTERS 34 EXPERTS 35 INFORMATION S-30 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC, Commission using a “shelf” registration process. By using a Under this shelf registration statementprocess, we may sell securities may, from time to time and time, sell any combination of the securities described in this prospectus in one or more offerings as described in this prospectusup to a total amount of $200,000,000. This prospectus provides you with a general description of the securities we may offer. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains will contain specific information about the securities being offered and sold and the specific terms of that offering. To the extent permitted by law, we The prospectus supplement may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Such prospectus supplement or free writing prospectus may also addadd to, update or change information contained in this the prospectus with respect and, accordingly, to that offering. If there is any inconsistency between the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. The prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities offered; the public offering price; the price paid for the securities; net proceeds; and the applicable other specific terms related to the offering of the securities. You should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make any representations in connection with this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, you should rely on as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” 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. You should assume that the information appearing in this prospectus and the applicable prospectus, any prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in or any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information document incorporated by reference is accurate only as of the date of the document incorporated by reference orapplicable documents, in each case, regardless of the time of delivery of this prospectus or any earlier date specified for such information, unless we indicate otherwisesale of securities. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, 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 or incorporated by reference 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, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this 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. When we refer to “you,” we mean the potential holders of the applicable series of securitiesdate.

Purchase Contracts Units. We may offer and sell up to $1,000,000,000 in the aggregate of the securities identified above from time to time common stock, preferred stock, debt securities, depositary shares representing preferred stock, warrants, purchase contracts or units, in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the in amounts, at prices and on terms determined at the time of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that such offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the these securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or through a combination delayed basis. In addition, certain selling securityholders to be identified in supplements to this prospectus may offer and sell these securities from time to time. This prospectus describes some of the general terms that may apply to these methodssecurities and the general manner in which they may be offered. If any underwriters, dealers or agents are involved in the sale The specific terms of any of securities to be offered, and the securitiesspecific manner in which they may be offered, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forthdescribed in a supplement to this prospectus and, or will be calculable from the information set forthif applicable, in the applicable prospectus supplement to the extent appropriate or required information incorporated by law. See the sections of this prospectus entitled “About This Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of reference in this prospectus and related free writing prospectuses at the time of offering. You should read this prospectus, each applicable prospectus supplement describing supplement, the method information incorporated by reference, and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE "RISK FACTORS" ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN OR THEREIN CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIESany related free writing prospectuses carefully before you make your investment decision. Our common stock is listed on the New York Stock Exchange Nasdaq Global Select Market under the symbol “SPCEEQIX.” On June 16Investing in these securities involves risks. Before buying our securities, 2021you should carefully read and consider the risks we describe in this prospectus and in any accompanying prospectus supplement, as well as the last reported sale price risk factors that are incorporated by reference into this prospectus and in any accompanying prospectus supplement from our filings made with the Securities and Exchange Commission. See “Risk Factors” beginning on page 3 of our common stock on the New York Stock Exchange was $35.37 per sharethis prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities securities, or passed upon the adequacy determined if this prospectus is truthful or accuracy of this prospectuscomplete. Any representation to the contrary is a criminal offense. The date of this prospectus is June 29October 27, 2021. 2023 TABLE OF CONTENTS ABOUT THIS PROSPECTUS Page Equinix, Inc. 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 4 THE COMPANY 6 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 13 DESCRIPTION OF DEPOSITARY SHARES 21 DESCRIPTION OF WARRANTS 24 DESCRIPTION OF PURCHASE CONTRACTS 26 DESCRIPTION OF UNITS 27 GLOBAL SECURITIES 28 PLAN OF DISTRIBUTION 32 LEGAL MATTERS 34 EXPERTS 35 ABOUT THIS PROSPECTUS About This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. To the extent permitted by law, we may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Such prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Prospectus 1 Forward-Looking Statements 1 Where You Can Find More Information; Information 2 Incorporation by Reference.” Reference 2 Risk Factors 3 Use of Proceeds 3 Description of Capital Stock 3 Description of Debt Securities 8 Description of Depositary Shares 8 Description of Warrants 9 Description of Purchase Contracts 9 Description of Units 9 Plan of Distribution 9 Legal Matters 11 Experts 11 We have not authorized anyone to provide you with any information or to make any representations other than those that contained or incorporated by reference in this prospectus, prospectus or in any applicable prospectus supplement or any free writing prospectuses prospectus 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 are not make making an offer to sell of these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing contained in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference or, in each case, any earlier date specified for such information, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, 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 or incorporated by reference in this prospectus, prospectus or any prospectus supplement or in any applicable such free writing prospectus may involve estimates, assumptions and is accurate as of any date other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading than their respective dates. The terms “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to “weEquinix,” “our,” “us” and the “Company” in this prospectus, we mean Virgin Galactic Holdings“us,” “we” and “our” refer to Equinix, Inc. and its consolidated subsidiaries, unless otherwise specifiedindicated or the context otherwise requires. When we refer EQUINIX, INC. Equinix is the world’s digital infrastructure company™. Digital leaders harness our trusted platform to bring together and interconnect the foundational infrastructure that powers their success. We enable our customers to access all the right places, partners and possibilities they need to accelerate their advantage. Platform Equinix® combines a global footprint of International Business Exchange™ (“you,” we mean IBX®”) and xScale® data centers in the potential holders Americas, Asia-Pacific, and Europe, the Middle East and Africa regions, interconnection solutions, digital offerings, unique business and digital ecosystems and expert consulting and support. Our interconnected data centers around the world allow our customers to bring together and interconnect the infrastructure they need to fast-track their digital advantage. With Equinix, they can scale with agility, speed the launch of digital offerings, deliver world-class experiences and multiply their value. We enable them to differentiate by distributing infrastructure and removing the applicable series distance between clouds, users and applications in order to reduce latency and deliver a superior customer, partner and employee experience. The Equinix global platform, and the quality of securitiesour IBX and xScale data centers, interconnection offerings and edge solutions, have enabled us to establish a xxxxxxxx xxxx of customers. As more customers choose Platform Equinix for bandwidth cost and performance reasons, it benefits their suppliers and business partners to colocate in the same data centers and connect directly with each other. This adjacency creates a network effect that attracts new customers, continuously compounds our existing customers’ value and enables them to capture further economic and performance benefits from our offerings. We operate as a real estate investment trust for federal income tax purposes (“REIT”). Our principal executive offices are located at Xxx Xxxxxx Xxxxx, Xxxxxxx Xxxx, XX 00000 and our telephone number is (000) 000-0000. Our website is located at xxx.xxxxxxx.xxx. Information contained on or accessible through our website is not part of this prospectus.