SC 13G: Virgin Galactic Holdings, Inc

AI Summary

SC 13G filing by Virgin Galactic Holdings, Inc.

Risk Assessment

Risk Level: low

Filing Documents

• SPCE_notes_K2_20240712.htm (SC 13G) — 102KB
• 0001461790-24-000012.txt ( ) — 104KB

(a). Name of Issuer

Item 1(a). Name of Issuer: The name of the issuer is Virgin Galactic Holdings, Inc

(b). Address of Issuer's Principal Executive Offices

Item 1(b). Address of Issuer's Principal Executive Offices: The Company's principal executive offices are located at 1700 FLIGHT WAY, TUSTIN, CA, 92782

(a). Name of Person Filing

Item 2(a). Name of Person Filing: The persons filing this statement are Shawn Kimel Investments, Inc., an Ontario corporation (“SKI“), The K2 Principal Fund, L.P., an Ontario limited partnership (the “Fund“), K2 Genpar 2017 Inc., an Ontario corporation and the General Partner to the Fund (“Genpar 2017“), and K2 & Associates Investment Management Inc., an Ontario corporation (“K2 & Associates“). Together SKI, the Fund, Genpar2017, and K2 & Associates are the “Reporting Persons“). Mr.Kimel is President of SKI Mr.Sikorski is Secretary of Genpar 2017, and President of K2 & Associates. K2 & Associates is a direct 66.5% owned subsidiary of SKI, and is the investment manager of the Fund

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 2 Bloor St West, Suite 801, Toronto, Ontario, M4W 3E2

(c). Citizenship

Item 2(c). Citizenship: Mr.Kimel is a citizen of Canada. Mr.Sikorski is a citizen of Canada. The Fund is an Ontario limited partnership. Each of SKI and GenPar 2017 Inc and K2 & Associates is an Ontario corporation.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Convertible Notes

(e). CUSIP Number

Item 2(e). CUSIP Number: 92766KAA4 CUSIP No. 92766KAA4 Schedule 13G Page 7 of 12 Pages Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ¨ Insurance company defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); (f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); (g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); (j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); (k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:________________. CUSIP No. 92766KAA4 Schedule 13G Page 8 of 12 Pages

Ownership

Item 4. Ownership: Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The K2 Principal Fund, L.P. (a) Amount beneficially owned: 28,500,000 (b) Percent of class: 6.70% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 28,500,000 (iii) Sole power to dispose or direct the disposition of: 0 (iv) Shared power to dispose or direct the disposition of: 28,500,000 K2 Genpar 2017 Inc. (a) Amount beneficially owned: 28,500,000 (b) Percent of class: 6.70% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 28,500,000 (iii) Sole power to dispose or direct the disposition of: 0 (iv) Shared power to dispose or direct the disposition of: 28,500,000 SHAWN KIMEL INVESTMENTS, INC. (a) Amount beneficially owned: 28,500,000 (b) Percent of class: 6.70% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 28,500,000 (iii) Sole power to dispose or direct the disposition of: 0 (iv) Shared power to dispose or direct the disposition of: 28,500,000 CUSIP No. 92766KAA4 Schedule 13G Page 9 of 12 Pages K2 & Associates Investment Management Inc.. (a) Amount beneficially owned: 28,500,000 (b) Percent of class: 6.70% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 28,500,000 (iii) Sole power to dispose or direct the disposition of: 0 (iv) Shared power to dispose or direct the disposition of: 28,500,000 28,500,000 Convertible Notes held of record (and may be deemed to be beneficially owned) by The K2 Principal Fund, L.P. See Item 2(a) abo

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]

Ownership of More Than Five Percent on Behalf of Another Person

Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable.

Identification

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable.

Identification

Item 8. Identification and Classification of Members of the Group. Not applicable. CUSIP No. 92766KAA4 Schedule 13G Page 10 of 12 Pages

Notice

Item 9. Notice of Dissolution of Group. Not applicable.

Certification

Item 10. Certification. Each of the Reporting Persons hereby makes the following certification: By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 92766KAA4 Schedule 13G Page 11 of 12 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 12, 2024 THE K2 PRINCIPAL FUND, L.P. By: K2 Genpar 2017 Inc., its General Partner By: /s/ Todd Sikorki Todd Sikorki Secretary K2 Genpar 2017 Inc. By: /s/ Todd Sikorki Todd Sikorki Secretary SHAWN KIMEL INVESTMENTS, INC. By: /s/ Shawn Kimel Shawn Kimel President /s/ Todd Sikorki K2 & ASSOCIATES INVESTMENT MANAGEMENT INC. By: /s/ Todd Sikorki Todd Sikorki President The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). CUSIP No. 92766KAA4 Schedule 13G Page 12 of 12 Pages Exh