Filing Details

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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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CUSIP NO. 39957D 201

1	NAMES OF REPORTING PERSONS
	Virgin Group Acquisition Sponsor II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,334,500 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,334,500 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,334,500 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.9% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Item 5. Interest in Securities of the Issuer

 

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 2 and the information set forth or incorporated in Items 3 and 4 of the Schedule 13D is incorporated by reference in its entirety into this Item 5.

 

(a), (b) The following disclosure assumes that there were 29,334,036 shares of Common Stock issued and outstanding as of August 8, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023, which reflects the Reverse Stock Split.

 

Pursuant to Rule 13d-3 of the rules and regulations promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons may be deemed to beneficially own up to an aggregate of 6,648,846 shares of Common Stock, representing approximately 21.1% of the shares of Common Stock outstanding as of August 8, 2023 when also taking into account the exercise of any warrants beneficially held by the Reporting Persons. This number includes (i) 1,994,500 shares of Common Stock owned of record by Sponsor, and 1,340,000 shares of Common Stock underlying 6,700,000 Private Placement Warrants owned of record by Sponsor and (ii) 2,539,341 shares of Common Stock owned of record by Corvina, and 775,005 shares of Common Stock underlying 3,875,028 Backstop Warrants owned of record by Corvina. These numbers reflect the Reverse Stock Split. In connection with the Reverse Stock Split, the Private Placement Warrants were adjusted such that (i) warrants representing the right to purchase five shares of Common Stock immediately prior to the Reverse Stock Split represent the right to purchase one share of Common Stock immediately following the Reverse Stock Split, and (ii) the exercise price per share of Common Stock attributable to such warrants immediately prior to the Reverse Stock Split has been proportionately increased, such that the exercise price per share of Common Stock attributable to such warrants immediately following the Reverse Stock Split is $57.50. In connection with the Reverse Stock Split, the Backstop Warrants also were adjusted such that (i) warrants representing the right to purchase five shares of Common Stock immediately prior to the Reverse Stock Split represent the right to purchase one share of Common Stock immediately following the Reverse Stock Split, and (ii) the exercise price per share of Common Stock attributable to such warrants immediately prior to the Reverse Stock Split has been proportionately increased, such that the exercise price per share of Common Stock attributable to such warrants immediately following the Reverse Stock Split is $0.05. The Private Placement Warrants became exercisable on July 26, 2022.

 

Each of the directors and officers of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock that the Reporting Persons may be deemed to beneficially own.

 

(c) On November 1, 2023, Vieco Investments Limited transferred all of its membership interests in Sponsor to Corvina and accordingly ceased to be a Reporting Person. Subsequent to such transfer, on November 1, 2023, Sir Richard Branson transferred all of the ordinary shares of VGHL to PTC, in its capacity as trustee of trusts for the benefit of his family and related philanthropic causes. The aggregate beneficial ownership of the securities of the Issuer held by Sponsor and Corvina is unchanged as a result of these transactions. Each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Item 2 of this Amendment No. 2, has effected any transactions in Common Stock during the past 60 days, except as disclosed herein.

 

(d) No one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in Item 5.

 

(e) Not applicable.

Item 7. Materials to be Filed as Exhibits

Signatures

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 3, 2023

 

 

[Schedule 13D Signature Page]

SCHEDULE I

 

Directors and Executive Officers of Corvina Holdings Limited

 

Set forth below is the name and principal occupation of each of the directors and executive officers of Corvina Holdings Limited. Each of the following individuals is a British citizen, except for Joshua Bayliss, who is a British and New Zealand citizen, Lynadia Maduro-Maximin, who is a British Virgin Islands citizen and Kerry Graziola, who is a Zimbabwean citizen. The business address of each such person is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, except for Joshua Bayliss, whose business address is Avenue d'Ouchy 14, c/o Etude Petremand & Rappo, avocats, 1006, Lausanne, Switzerland. Also set forth below, are the securities of the Issuer beneficially owned by such persons as of November 1, 2023. None of the individuals listed below have effected any transaction in the Issuer’s Common Stock or any securities during the past 60 days, except as disclosed herein.

 

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Directors and Executive Officers of Virgin Group Holdings Limited

 

Set forth below is the name and principal occupation of each of the directors and executive officers of Virgin Group Holdings Limited. Each of the following individuals is a British citizen, except for Joshua Bayliss, who is a British and New Zealand citizen, Lynadia Maduro-Maximin, who is a British Virgin Islands citizen, Kerry Graziola, who is a Zimbabwean citizen and Sir Richard Branson, who is a British and British Virgin Islands citizen. The business address of each such person is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, except for Joshua Bayliss, whose business address is Avenue d'Ouchy 14, c/o Etude Petremand & Rappo, avocats, 1006, Lausanne, Switzerland and Sir Richard Branson, whose business address is Branson Villa, Necker Beach Estate, Necker Island, VG1150, British Virgin Islands. Also set forth below, are the securities of the Issuer beneficially owned by such persons as of November 1, 2023. None of the individuals listed below have effected any transaction in the Issuer’s Common Stock or any securities during the past 60 days, except as disclosed herein.

Directors

Officers

Directors

Name		Principal Occupation		Issuer Securities Owned(1)
Joshua Bayliss		Chief Executive Officer, Virgin Group		288,908
Sir Richard Branson		Self-Employed		6,648,846
Saathi Yamraj		Director		None.

Name		Principal Occupation		Issuer Securities Owned(1)
Harneys Corporate Secretary (BVI) Limited		Corporate Secretary		None.

(1)	Reflects the Reverse Stock Split.

Directors

Name		Principal Occupation		Issuer Securities Owned(2)
Sir Richard Branson(3)		Self-Employed		6,648,846
Holly Branson		Chief Purpose and Vision Officer, Virgin Group		None.

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Name		Principal Occupation		Issuer Securities Owned(2)
Harneys Corporate Secretary (BVI) Limited		Corporate Secretary		None.

(1)	The CLG has the legal ability to remove and replace directors of the PTC and accordingly may be deemed to control the PTC.
(2)	Reflects the Reverse Stock Split.
(3)	By virtue of his ownership of all the “A” membership interests in the CLG, Sir Richard Branson may be deemed to control the CLG.