IPOA Social Capital Hedosophia Holdings Corp

Over the last 14 years, we have developed an extensive portfolio of proprietary technologies that are embodied in the highly specialized assets that we have developed or leased to enable commercial spaceflight and address these industry trends. These assets include:

We have designed our spaceflight system with a fundamental focus on safety. Important elements of our safety design include horizontal takeoff and landing, highly reliable and rigorously tested jet engines on our carrier aircraft, two pilots in our carrier aircraft and the spaceship to provide important redundancy, a proprietary feathering system that allows the spaceship to properly align for re-entry with limited pilot input, extensive screening and training of our pilots, and the ability to safely abort at any time during the mission. In 2016, the FAA granted us our commercial space launch license with a limited number of verification and validation steps that must be completed before the FAA will clear us to include customers on our spaceflights. Specifically, we are required by the FAA to submit final integrated vehicle performance results conducted in an operational flight

environment, including final configuration of critical systems and aspects of the environmental control system and human factors performance. We expect to be able to submit these results to the FAA during the first half of 2020.

Our goal is to offer our Future Astronauts an unmatched, safe and affordable journey to space without the need for any special prior experience or significant prior training and preparation. We have worked diligently for over a decade to plan every aspect of the Future Astronaut’s journey to become an astronaut, drawing on a world-class team with extensive experience with human spaceflight, high-end customer experiences, and reliable transportation system operations and safety. Each Future Astronaut will spend four days at Spaceport America, with the first three days spent on pre-flight training and the spaceflight itself occurring on the fourth day. In space, they will be able to exit their seats and experience weightlessness, floating about the cabin and positioning themselves at one of the many windows around the cabin sides and top. After enjoying several minutes of weightlessness, customers will maneuver back to their own seats to prepare for re-entry and the journey back into the Earth’s atmosphere. Upon landing, astronauts will disembark and join family and friends to celebrate their achievements and receive their astronaut wings.

We have historically sold spaceflight tickets at a price point of up to $250,000 per ticket. Given demand for human spaceflight experiences and the limited available capacity, however, we expect the price of our tickets to increase for a period of time. We also anticipate offering premium pricing options for customers with an interest in further customizing or enhancing their astronaut journey. As of June 30, 2019, we had reservations for 603 spaceflight tickets and approximately $80.0 million in deposits. We believe these sales are largely attributable to the strength and prominence of the Virgin Galactic brand, which has driven many of our customers directly to us with inbound requests. As we transition to full commercialization, we intend to take a more active role in marketing and selling our spaceflight experience. Given that sales of spaceflights are consultative and generally require a one-on-one sales approach, we intend to go to market using our direct sales organization and may expand the reach of that organization using a global network of high-end travel professionals that we refer to as Accredited Space Agents.

Our senior management team has extensive experience in the aerospace industry and includes the former Chief of Staff for NASA as well as NASA’s Space Shuttle Launch Integration Manager. Our team of pilots is similarly experienced, with over 216 years of collective flight experience, and includes former test pilots for NASA, the Royal Air Force, the U.S. Air Force, the Italian Air Force and the U.S. Marine Corps. Our commercial team is managed and supported by individuals with significant experience and success in building and growing a commercial spaceflight brand, selling spaceflight reservations and managing the pre-flight Future Astronaut community.

The Parties to the Business Combination

SCH

Social Capital Hedosophia Holdings Corp. is a blank check company incorporated on May 5, 2017 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. SCH has neither engaged in any operations nor generated any revenue to date. Based on SCH’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On September 18, 2017, SCH consummated its initial public offering of its units, with each unit consisting of one SCH Class A ordinary share and one-third of one public warrant. Simultaneously with the closing of the initial public offering, SCH completed the private sale of 8,000,000 private placement warrants at a purchase

price of $1.50 per private placement warrant, to the Sponsor generating gross proceeds to us of $12.0 million. The private placement warrants are identical to the warrants sold as part of the units in SCH’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of SCH’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights.

Following the closing of SCH’s initial public offering, a total of $690.0 million ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the trust account. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasury securities and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. As of June 30, 2019, funds in the trust account totaled $712.5 million and were comprised entirely of U.S. Treasury Bills. After giving effect to the Extension Amendment Redemptions, the funds in the trust account totaled $676.2 million as of September 9, 2019. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend SCH’s Cayman Constitutional Documents to modify the substance or timing of SCH’s obligation to redeem 100% of the public shares if it does not complete a business combination by December 18, 2019 and (3) the redemption of all of the public shares if SCH is unable to complete a business combination by December 18, 2019 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

SCH units, public shares and public warrants are listed on the NYSE under the symbols “IPOA.U,” “IPOA,” and “IPOA.WS,” respectively.

SCH’s principal executive office is located at 120 Hawthorne Avenue, Palo Alto, California, 94301. Its telephone number is (650) 521-9007. SCH’s corporate website address is www.SocialCapitalHedosophiaHoldings.com. SCH’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Merger Subs

The merger subsidiaries are all direct wholly owned subsidiaries of SCH. Foundation Sub 1, Inc. is a Delaware corporation and was incorporated on July 8, 2019. Foundation Sub 2, Inc. is a Delaware corporation and was incorporated on July 8, 2019. Foundation Sub, LLC is a Delaware limited liability company and was formed on July 8, 2019. None of the Merger Subs owns any material assets or operates any business.

The VG Companies and Their Subsidiaries

The VG Companies and their subsidiaries comprise a vertically-integrated aerospace company pioneering human spaceflight for private individuals and researchers. The VG Companies and their subsidiaries consist of VGH, LLC, a Delaware limited liability company formed June 26, 2019, TSC Vehicle Holdings Inc., a Delaware corporation incorporated June 26, 2014, Virgin Galactic Vehicle Holdings, Inc., a Delaware corporation formed December 18, 2017, Virgin Galactic Ltd., a company limited by shares under the laws of England and Wales on May 2, 2006, Virgin Galactic, LLC, a Delaware limited liability company formed July 27, 2004, and TSC, LLC, a Delaware limited liability company formed February 3, 2006. The VG Companies’ principal executive office is located at 166 North Roadrunner Parkway, Suite 1C, Las Cruces, NM 88011. Their telephone number is (575) 522-3102.

Proposals to be Put to the Shareholders of SCH at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of SCH and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

BCA Proposal

As discussed in this proxy statement/prospectus, SCH is asking its shareholders to approve by ordinary resolution and adopt the Merger Agreement, dated as of July 9, 2019, as amended on October 2, 2019, by and among SCH, V10, Vieco US, Merger Sub A, Merger Sub B, Merger Sub LLC, Company A, Company B and Company LLC, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, (1) following the Domestication of SCH to Delaware as described below, the merger of: (x) Merger Sub A with and into Company A, with Company A surviving the merger as a wholly owned subsidiary of VGH, Inc. (“Corp Merger A”), (y) Merger Sub B with and into Company B, with Company B surviving the merger as a wholly owned subsidiary of VGH, Inc. (“Corp Merger B”) and (z) Merger Sub LLC with and into Company LLC, with Company LLC surviving the merger as a wholly owned subsidiary of VGH, Inc. (the “LLC Merger” and, collectively with Corp Merger A and Corp Merger B, the “Mergers”), in each case in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. Pursuant to the terms of the Merger Agreement, under certain limited circumstances, Vieco US, SCH and the VG Companies will work together in good faith to restructure Corp Merger A or Corp Merger B, including by changing the direction of the applicable merger, if it is determined to be in the best interests of the parties. After consideration of the factors identified and discussed in the section entitled “BCA Proposal—SCH’s Board of Directors’ Reasons for the Business Combination,” SCH’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for SCH’s initial public offering, including that the business of the VG Companies and their subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). For more information about the transactions contemplated by the Merger Agreement, see “BCA Proposal.”

Aggregate Merger Consideration

As a result of and upon the closing of the Mergers (the “Closing”), among other things, all outstanding shares of common stock or limited liability company interests, as applicable, of each of the VG Companies will be cancelled in exchange for the right to receive 130,000,000 shares of VGH, Inc. common stock, which shares shall be at a deemed value of $10.00 per share for an aggregate merger consideration of $1.3 billion (the “Aggregate Merger Consideration”). The Aggregate Merger Consideration does not take into account certain additional issuances and payments to Vieco US which may be made under the terms of the Merger Agreement and the Purchase Agreement, respectively, only to the extent certain conditions are satisfied or certain options are elected by Vieco US, in each case, as contemplated thereunder, including, if applicable: (i) the issuance of additional shares of VGH, Inc. common stock to Vieco US or an affiliate of Vieco US as part of the Additional Holder Equity Amount under the terms of the Merger Agreement, (ii) the cash payment received by Vieco US in any Secondary Purchase under the terms of the Purchase Agreement, (iii) the issuance of additional shares of VGH, Inc. common stock to Vieco US in any Reinvestment under the terms of the Purchase Agreement, and (iv) any cash payment received by Vieco US in any Repurchase under the terms of the Merger Agreement, in each case, as described more fully elsewhere in this proxy statement/prospectus. Prior to the effective time of the

Mergers, V10 will take all necessary and appropriate action so that, as of the effective time of the Mergers, all outstanding options to purchase common shares of V10 will be cancelled without consideration therefor. For further details, see “BCA Proposal—The Merger Agreement—Consideration—Aggregate Merger Consideration.”

Closing Conditions

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by SCH’s shareholders of the Business Combination and related agreements and transactions, (ii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on the NYSE of the shares of VGH, Inc. common stock to be issued in connection with the Mergers), (iv) that VGH, Inc. has at least $5,000,001 of net tangible assets upon Closing and (v) the absence of any injunctions.

In addition, prior to the Closing, Vieco US and certain of its subsidiaries (including the VG Companies) will consummate the Pre-Closing Restructuring Plan, pursuant to which Company A, Company B and Company LLC will become, in each case, direct wholly owned subsidiaries of Vieco US, and it is a condition to the obligations of SCH and Merger Subs to consummate the Mergers that (i) the Pre-Closing Restructuring Plan has been substantially completed and (ii) the VG Companies collectively hold cash in an amount equal to or greater than $2.0 million, in the aggregate, in each case, as of the Closing.

Other conditions to VG’s obligations to consummate the Mergers include, among others, that as of the Closing, (i) the Domestication has been completed, and (ii) the amount of cash available in the trust account, after deducting the amount required to satisfy SCH’s obligations to its shareholders that exercise their redemption rights pursuant to the Cayman Constitutional Documents including the Extension Amendment Redemptions, or the Trust Amount, is at least equal to the sum of (x) $400.0 million plus (y) if applicable, an aggregate of approximately $24.2 million of deferred underwriting commissions being held in the trust account, which we refer to as the Minimum Available Cash Amount.

However, if the Trust Amount as of the Closing is less than the Minimum Available Cash Amount, then Vieco US and its affiliates will have the right to purchase (or seek a third party to purchase) the Additional Holder Equity Amount, or additional shares of VGH, Inc. common stock at a price per share of $10.00, up to the Minimum Available Cash Amount less the Investment Amount, or the aggregate purchase price paid to SCH by Mr. Palihapitiya in a Primary Purchase. If the Available Cash (which is the sum of the Trust Amount, the Additional Holder Equity Amount and the Investment Amount) is equal to or greater than the Minimum Available Cash Amount, then this condition, which we refer to as the Minimum Cash Condition, will be deemed to have been satisfied.

The Minimum Cash Condition is for the sole benefit of VG except that this condition may not be waived by VG if the Trust Amount is less than $200.0 million, provided that Vieco US and its affiliates will have the right (but not the obligation) to purchase (or seek a third party to purchase) additional shares of VGH, Inc. common stock at a price per share of $10.00 in an aggregate amount such that the Available Cash is, at or immediately prior to the Closing, equal to at least $200.0 million after giving effect to such purchases. Therefore, if such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated.

For further details, see “BCA Proposal—The Merger Agreement.”

Domestication Proposal

As discussed in this proxy statement/prospectus, if the BCA Proposal is approved, then SCH will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the board of directors of SCH has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of SCH’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while SCH is currently governed by the Cayman Islands Companies Law, upon the Domestication, VGH, Inc. will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, SCH encourages shareholders to carefully review the information in “Comparison of Corporate Governance and Shareholder Rights.”

As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding SCH Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of VGH, Inc. common stock, (2) each of the then issued and outstanding SCH Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of VGH, Inc. common stock; provided, however, that with respect to the SCH Class B ordinary shares held by the Sponsor, in connection with the Domestication the Sponsor will instead receive upon the conversion of the SCH Class B ordinary shares held by it, a number of shares of VGH, Inc. common stock equal to (x) the number of SCH Class B ordinary shares held by it as of immediately prior to the Domestication minus (y) after giving effect to the Domestication, the number of shares of VGH, Inc. common stock underlying the restricted stock units to be granted to certain members of the board of directors of SCH in connection with the Business Combination (“Director RSU Awards”) that are outstanding as of immediately prior to the Domestication, (3) each then issued and outstanding SCH warrant will convert automatically into a VGH, Inc. warrant, pursuant to the Warrant Agreement and (4) each SCH unit will convert automatically into a VGH, Inc. unit, with each VGH, Inc. unit representing one share of VGH, Inc. common stock and one-third of one VGH, Inc. warrant.

For further details, see “Domestication Proposal.”

Organizational Documents Proposals

If the BCA Proposal and the Domestication Proposal are approved, SCH will ask its shareholders to approve by special resolution four separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Law, with the Proposed Organizational Documents, under the DGCL. SCH’s board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of VGH, Inc. after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and SCH encourages shareholders to carefully review the information set out in the section entitled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents of VGH, Inc., attached hereto as Annexes F and G.

Director Election Proposal

Assuming the BCA Proposal, the Domestication Proposal and each of the Organizational Documents Proposals are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the Director Election Proposal. Upon the consummation of the Business Combination, the Board will consist of eight directors. For additional information on the proposed directors, see “Director Election Proposal.”

Stock Issuance Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals and the Director Election Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal.

SCH’s public shares are listed on the NYSE and, as such, SCH is seeking shareholder approval of the issuance of VGH, Inc. common stock to (1) Vieco US pursuant to the Merger Agreement and (2) Mr. Palihapitiya and Vieco US, in each case, if applicable, pursuant to the Purchase Agreement, in order to comply with Section 312.03 of the NYSE’s Listed Company Manual. For additional information, see “Stock Issuance Proposal.”

Incentive Award Plan Proposal

Assuming the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the 2019 Plan, in order to comply with Section 312.03(a) of the NYSE’s Listed Company Manual and the Internal Revenue Code. For additional information, see “Incentive Award Plan Proposal.”

Repurchase Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Award Plan Proposal are approved,

SCH’s shareholders are also being asked to approve, by ordinary resolution, the Repurchase Proposal pursuant to which we may be required to repurchase, at Vieco US’s election, up to 20,000,000 shares of VGH, Inc. common stock from Vieco US at a price of $10.00 per share with cash in an aggregate amount equal to the lesser of $200.0 million and the amount (if any) by which the Available Cash exceeds $500.0 million at the Closing. For additional information, see “Repurchase Proposal.”

Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize SCH to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), SCH’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “Adjournment Proposal.”

SCH’s Board of Directors’ Reasons for the Business Combination

SCH was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In evaluating the Business Combination, the SCH board of directors consulted with SCH’s management and considered a number of factors. In particular, the SCH board of directors considered, among other things, the following factors, although not weighted or in any order of significance:

For a more complete description of the SCH board of directors’ reasons for approving the Business Combination, including other factors and risks considered by the SCH board of directors, see the section entitled “BCA Proposal—SCH’s Board of Directors’ Reasons for the Business Combination.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “BCA Proposal—Related Agreements.”

The Purchase Agreement

In connection with the Merger Agreement, SCH has entered into the Purchase Agreement, dated as of July 9, 2019, as supplemented by the Assignment, Consent and Waiver Agreement, dated as of October 2, 2019, by and among SCH, V10, Vieco US and Chamath Palihapitiya, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Purchase Agreement”). The Purchase Agreement contemplates, among other things, concurrently with the Closing and at the option of Vieco US, the purchase by Mr. Palihapitiya of (a) 10,000,000 newly issued shares of VGH, Inc. common stock in the Primary Purchase from VGH, Inc. at a price of $10.00 per share in cash and (b) a number of shares of VGH, Inc. common stock in

the Secondary Purchase from Vieco US at a price of $10.00 per share in cash, which will reduce, on a one-for-one basis, the number of shares purchased directly from VGH, Inc. in the Primary Purchase (“Secondary Purchase” and, together with the Primary Purchase, the “Co-Investment”) and provided further that the aggregate number of shares of VGH, Inc. common stock to be purchased in the Primary Purchase and Secondary Purchase will, in any event, be equal to 10,000,000 and the aggregate price paid for such shares will be equal to $100.0 million. The proceeds of such Secondary Purchase may be used by Vieco US to subsequently purchase additional newly issued shares of VGH, Inc. common stock at a price of $10.00 per share (the “Reinvestment”). For additional information, see “BCA Proposal—Related Agreements—The Purchase Agreement.”

Stockholders’ Agreement

The Merger Agreement contemplates that, at the Closing, VGH, Inc. will enter into a Stockholders’ Agreement with Vieco US, the Sponsor and Mr. Palihapitiya (collectively with any individuals or entities that are signatories thereto or hereafter become party to the agreement, the “Voting Parties”), pursuant to which, among other things, (i) Vieco US and Mr. Palihapitiya will be granted rights to designate directors for election to the Board (and the Voting Parties will vote in favor of such designees), (ii) Vieco US will agree not to take action to remove the members of the Board designated by Mr. Palihapitiya pursuant thereto, (iii) Mr. Palihapitiya will agree not to take action to remove the members of the Board designated by Vieco US pursuant thereto and (iv) Vieco US will, under certain circumstances, have the right to approve certain matters as set forth therein.

From and after the Closing, the Stockholders’ Agreement contemplates that, the Board will consist of eight directors with the Chairperson of the Board initially being Chamath Palihapitiya and also contains (i) certain provisions intended to maintain, following the consummation of the Merger, the Company’s qualification as a “controlled company” within the meaning of Rule 303A of the NYSE corporate governance requirements and (ii) certain procedures for transactions with Vieco US and its affiliates. “BCA Proposal—Related Agreements—Stockholders’ Agreement.”

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, SCH entered into a sponsor support agreement, with the Sponsor, each officer and director of SCH, V10, Company A, Company B and Company LLC, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor and each officer and director of SCH agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. “BCA Proposal—Related Agreements—Sponsor Support Agreement.”

Transfer Restrictions and Registration Rights

The Merger Agreement contemplates that, at the Closing, VGH, Inc., Vieco US, the Sponsor and Mr. Palihapitiya will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which VGH, Inc. will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of VGH, Inc. common stock and other equity securities of VGH, Inc. that are held by the parties thereto from time to time.

Additionally, the Registration Rights Agreement contains certain restrictions on transfer with respect to the shares of VGH, Inc. common stock held by the Sponsor immediately following the Closing and the shares of VGH, Inc. common stock received by Vieco US in connection with the Business Combination, including a two-year lock-up of such shares in each case, subject to limited exceptions as contemplated thereby (including that Vieco US may transfer up to 50% of the shares of VGH, Inc. common stock received by it pursuant to the Merger Agreement after giving effect to the related transactions).

For additional information, see “BCA Proposal—Related Agreements—Transfer Restrictions and Registration Rights.”

Trademark License Agreement

In connection with the execution of the Merger Agreement, on July 9, 2019, as amended on October 2, 2019, Virgin Enterprises Limited (“VEL”), VGH, LLC and SCH entered into a deed of novation, amendment and restatement (the “Novation Deed”), pursuant to which an existing trade mark license agreement (granting VG, LLC certain rights to use certain VIRGIN marks that are legally and beneficially owned by VEL) will be novated to SCH and amended and restated in full in the form attached as an annex to the Novation Deed with effect on and from the Closing (the “Closing Date”) (the “Amended TMLA”). For additional information, see “BCA Proposal—Related Agreements—Trademark License Agreement.”

Transition Services Agreements

The Merger Agreement contemplates that, at the Closing, TSC, LLC, Virgin Galactic, LLC (“VG, LLC”), Galactic Ventures LLC (“GV LLC”) and Virgin Orbit, LLC, a Delaware limited liability company (“VO, LLC”) will enter into the Transition Services Agreement (the “U.S. Transition Services Agreement”), pursuant to which the parties will establish a service schedule to control the provision of services among the parties, as GV LLC and VO, LLC on the one hand and TSC, LLC and VG, LLC on the other hand, will no longer be members of the same consolidated corporate group following the Business Combination. For additional information, see “BCA Proposal—Related Agreements—U.S. Transition Services Agreement.”

The Merger Agreement contemplates that, at the Closing, VGL and Virgin Management Limited (“VML”) will enter into the U.K. Transition Services Agreement (the “U.K. Transition Services Agreement” and, together with the U.S. Transition Services Agreement, the “Transition Services Agreements”), pursuant to which the parties will establish a service schedule to control the provision of certain services provided by VML to VGL. The proposed U.K. Transition Services Agreement is necessary in order for VGL to continue to operate its business on and after the Closing. For additional information, see “BCA Proposal—Related Agreements—U.K. Transition Services Agreement.”

Boeing Subscription Agreement

On October 7, 2019, SCH and an entity affiliated with The Boeing Company (“Boeing”) entered into a subscription agreement (the “Boeing Agreement”) pursuant to which Boeing has agreed to purchase $20.0 million of shares of common stock of VGH, Inc. immediately following the Closing, at a price per share equal to the dollar amount per share of common stock that a shareholder of SCH would receive upon the valid exercise of their right of redemption with respect to such share of common stock in connection with the Closing, which amount shall be calculated as of two business days prior to the Closing Date. For illustrative purposes, based on an assumed price of approximately $10.33 per share, which price is based on trust account figures as of June 30, 2019, Boeing would purchase 1,936,747 shares of VGH, Inc. common stock pursuant to the Boeing Agreement. In connection with the Boeing Agreement, VGH, Inc. will provide Boeing with a right to have a representative attend all meetings of the board of directors of VGH, Inc. and receive all materials provided to the board, subject to exceptions for VGH, Inc. to preserve attorney-client privilege, avoid disclosure of trade secrets or prevent material competitive harm. This right will expire on October 7, 2023, subject to automatic two-year renewals unless VGH, Inc. provides prior written notice, or such other time as when Boeing owns less than all of the shares of common stock purchased by it pursuant to the Boeing Agreement. The investment contemplated by the Boeing Agreement is contingent on the Business Combination, but the Business Combination is not contingent on the investment contemplated by the Boeing Agreement.

Ownership of VGH, Inc. following Business Combination

As of the date of this proxy statement/prospectus, there are 82,478,822 ordinary shares issued and outstanding, which includes the 17,250,000 founder shares held by the Sponsor and the 65,228,822 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 30,999,980 warrants, which includes the 8,000,000 private placement warrants held by the Sponsor and the 22,999,980 public warrants. Each whole warrant entitles the holder thereof to purchase one SCH Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of VGH, Inc. common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination) the SCH fully diluted share capital would be 113,478,822.

It is anticipated that, following the Business Combination (assuming consummation of the transactions contemplated by the Purchase Agreement), (1) SCH’s public shareholders are expected to own approximately 33.3% of the outstanding VGH, Inc. common stock, (2) Vieco US (without taking into account any public shares held by Vieco US equityholders prior to the consummation of the Business Combination) is expected to own approximately 52.5% of the outstanding VGH, Inc. common stock and (3) the Sponsor and related parties (including Mr. Palihapitiya) are expected to collectively own approximately 13.2% of the outstanding VGH, Inc. common stock. These percentages give effect to the 3,771,178 public shares redeemed in connection with the Extension Amendment, at an assumed price approximating $10.33 per share (which price is based on trust account figures as of June 30, 2019), and assume (i) that no additional public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that (x) VGH, Inc. issues 130,000,000 shares of VGH, Inc. common stock to Vieco US as the Aggregate Merger Consideration pursuant to the Merger Agreement, (y) VGH, Inc. repurchases 17,359,126 of such shares of VGH, Inc. common stock from Vieco US in the Repurchase pursuant to the Merger Agreement and (z) Vieco US elects under the Purchase Agreement to have Mr. Palihapitiya purchase 10,000,000 shares of VGH, Inc. common stock directly from Vieco US in a Secondary Purchase, in accordance with the terms and subject to the conditions of the Purchase Agreement. If the actual facts are different from these assumptions, the percentage ownership retained by SCH’s existing shareholders in VGH, Inc. (following the consummation of the Business Combination) will be different. Outstanding shares of VGH, Inc. common stock held by the Sponsor excludes the 1,500,000 shares of VGH, Inc. common stock underlying the Director RSU Awards that will be granted in connection with the Business Combination. The Director RSU Awards will vest at the Closing but will not settle into shares of VGH, Inc. common stock until a date, selected by VGH, Inc., that occurs between January 1 and December 31 of the year following the Closing.

The following table illustrates varying ownership levels in VGH, Inc. immediately following the consummation of the Business Combination based on the assumptions above, except for (i) varying levels of additional redemptions by the public shareholders and (ii) as a result of varying additional redemptions, the inclusion of the Repurchase, which cannot be exercised by Vieco US at the assumed additional redemption level.

Date, Time and Place of Extraordinary General Meeting of SCH’s Shareholders

The extraordinary general meeting of the shareholders of SCH will be held at 12:30 p.m., Eastern Time, on October 23, 2019, at The Westin Palo Alto, located at 675 El Camino Real, Palo Alto, CA 94301, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.

Voting Power; Record Date

SCH shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on September 16, 2019, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you

should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. SCH warrants do not have voting rights. As of the close of business on the record date, there were 82,478,822 ordinary shares issued and outstanding, of which 65,228,822 were issued and outstanding public shares.

Quorum and Vote of SCH Shareholders

A quorum of SCH shareholders is necessary to hold a valid meeting. A quorum will be present at the SCH extraordinary general meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 41,239,412 ordinary shares would be required to achieve a quorum.

The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor owns 20.9% of the issued and outstanding ordinary shares.

The proposals presented at the extraordinary general meeting require the following votes:

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a public shareholder may request of SCH that VGH, Inc. redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on October 21, 2019 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, SCH’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, SCH’s transfer agent, VGH, Inc. will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of June 30, 2019, this would have amounted to approximately $10.33 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of VGH, Inc. common stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of SCH—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each officer and director of SCH have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms

and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns 20.9% of the issued and outstanding ordinary shares.

Holders of the warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither SCH shareholders nor SCH warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Law or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. SCH has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of SCH—Revoking Your Proxy.”

Interests of SCH’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of SCH’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and SCH’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of SCH shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each officer and director of SCH have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms

and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns 20.9% of the issued and outstanding ordinary shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or SCH’s securities, the Sponsor, Mr. Palihapitiya, Vieco US, the VG Companies or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of SCH’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Mr. Palihapitiya, Vieco US, the VG Companies or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal, the Repurchase Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposals, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) SCH’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. SCH will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of SCH’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of SCH and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SCH’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal—Interests of SCH’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Recommendation to Shareholders of SCH

SCH’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of SCH’s shareholders and unanimously recommends that

its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the Repurchase Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of SCH’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of SCH and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SCH’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal—Interests of SCH’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures give effect to the 3,771,178 public shares redeemed in connection with the Extension Amendment, at an assumed price approximating $10.33 per share (which price is based on trust account figures as of June 30, 2019), and assume (i) that no additional public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that (x) VGH, Inc. issues 130,000,000 shares of VGH, Inc. common stock to Vieco US as the Aggregate Merger Consideration pursuant to the Merger Agreement, (y) VGH, Inc. repurchases 17,359,126 of such shares of VGH, Inc. common stock from Vieco US in the Repurchase pursuant to the Merger Agreement and (z) Vieco US elects under the Purchase Agreement to have Mr. Palihapitiya purchase 10,000,000 shares of VGH, Inc. common stock directly from Vieco US in a Secondary Purchase, in accordance with the terms and subject to the conditions of the Purchase Agreement. If the actual facts are different from these assumptions, the below figures will be different.

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of the Company as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of VGH, Inc. immediately following the Domestication will be the same as those of SCH immediately prior to the Domestication.

The Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, SCH has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on current shareholders of the VG Companies having a relative majority of the voting power of the combined entity, the operations of the VG Companies prior to the acquisition comprising the only ongoing operations of the combined entity, and senior management of the VG Companies comprising the majority of the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of the VG Companies with the acquisition being treated as the equivalent of the VG Companies issuing stock for the net assets of SCH, accompanied by a recapitalization. The net assets of SCH will be stated at historical cost, with no goodwill or other intangible assets recorded.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. Each of (x) the Business Combination and (y) the transactions contemplated by the Purchase Agreement are subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On July 23, 2019, SCH and the VG Companies filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. On August 9, 2019, both SCH and the VG Companies received notice that early termination had been granted.

At any time before or after consummation of the Business Combination (or the transactions contemplated by the Purchase Agreement), notwithstanding termination of the respective waiting periods under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination (or the transactions contemplated by the Purchase Agreement, as applicable), conditionally approving the Business Combination (or the transactions contemplated by the Purchase Agreement, as applicable) upon divestiture of VGH, Inc.’s assets, subjecting the completion of the Business Combination (or the transactions contemplated by the Purchase Agreement, as applicable) to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. SCH cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination (or the transactions contemplated by the Purchase Agreement, as applicable) on antitrust grounds, and, if such a challenge is made, SCH cannot assure you as to its result.

Although no approvals of the FAA are required prior to closing, the FAA may engage in a policy review with other U.S. Government agencies, with regard to foreign ownership in particular, to ensure the validity and continuation of all existing government licenses, registrations, permits, and pending applications post-closing.

None of SCH nor the VG Companies are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act and registration under ITAR. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

SCH is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in SCH’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. SCH has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, SCH, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of SCH’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of SCH’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. We currently anticipate that we will lose our “emerging growth company” status as of the end of the year ended December 31, 2019 based on our unaffiliated market capitalization as of June 30, 2019. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.