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Virgin Group Acquisition Sponsor II LLC

Disclosed activity across 1 company

Tapewire entity
93176
SEC CIK
0001846226

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Grove Collaborative Holdings, Inc.GROV · Entity 13510% ownerMarch 08, 2024March 13, 2024

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Grove Collaborative Holdings, Inc.

Report date March 08, 2024 · Filed March 13, 2024

Jointly reported with Corvina Holdings LTD, Virgin Group Holdings LTD, Branson Sir Richard

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectSee Footnotes3,688,661 Reported balance After 2024-03-08 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2024-03-08 · Disposition to issuer · Disposed 845,180 · Balance 3,688,661

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F2: Reflects the distribution of Shares to members of Sponsor.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnotes3,925,187 Reported balance After 2024-03-08 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2024-03-08 · Grant · Acquired 236,526 · Balance 3,925,187

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F3: Reflects the acquisition of Shares by Corvina in connection with the distribution described in footnotes 1 and 2 above.

F4: Consists of (i) 1,149,320 Shares owned of record by Sponsor and (ii) 2,775,867 Shares owned of record by Corvina.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $57.50 · Expires 2027-06-16IndirectSee footnote0 Reported balance After 2024-03-08 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2024-03-08 · Disposition to issuer · Disposed 1,300,412 · Balance 0

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F7: Reflects the distribution of Warrants to members of Sponsor.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $57.50 · Expires 2027-06-16IndirectSee footnote1,077,195 Reported balance After 2024-03-08 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2024-03-08 · Grant · Acquired 1,077,195 · Balance 1,077,195

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F8: Reflects the acquisition of Warrants by Corvina in connection with the distribution described in footnotes 1 and 7 above.

F9: Consists of 1,077,195 shares of Class A Common Stock underlying 5,385,977 warrants owned of record by Corvina.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Filing footnotes · ownership attribution and instrument terms

F1: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F2: Reflects the distribution of Shares to members of Sponsor.

F3: Reflects the acquisition of Shares by Corvina in connection with the distribution described in footnotes 1 and 2 above.

F4: Consists of (i) 1,149,320 Shares owned of record by Sponsor and (ii) 2,775,867 Shares owned of record by Corvina.

F5: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

F7: Reflects the distribution of Warrants to members of Sponsor.

F8: Reflects the acquisition of Warrants by Corvina in connection with the distribution described in footnotes 1 and 7 above.

F9: Consists of 1,077,195 shares of Class A Common Stock underlying 5,385,977 warrants owned of record by Corvina.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
March 08, 2024 Filed Mar 13, 2024 01:20 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 GrantWarrants · Derivative 1,077,195 Not disclosed Strike: $57.50 Not disclosed
Disclosure

SEC source: 0000950103-24-003749 · dp208284_4-virgrove.xml · derivative · entry 4

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 1,077,195

Underlying: Class A Common Stock · 1,077,195 shares

Expires 2027-06-16

F1 · kind: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F1 · shares: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F8 · shares: Reflects the acquisition of Warrants by Corvina in connection with the distribution described in footnotes 1 and 7 above.

F1 · price: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F8 · price: Reflects the acquisition of Warrants by Corvina in connection with the distribution described in footnotes 1 and 7 above.

F9 · balance_after: Consists of 1,077,195 shares of Class A Common Stock underlying 5,385,977 warrants owned of record by Corvina.

F5 · ownership.nature: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6 · ownership.nature: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Read SEC document
March 08, 2024 Filed Mar 13, 2024 01:20 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 Disposition to issuerWarrants · Derivative 1,300,412 Not disclosed Strike: $57.50 Not disclosed
Disclosure

SEC source: 0000950103-24-003749 · dp208284_4-virgrove.xml · derivative · entry 3

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Class A Common Stock · 1,300,412 shares

Expires 2027-06-16

F1 · kind: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F1 · shares: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F7 · shares: Reflects the distribution of Warrants to members of Sponsor.

F1 · price: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F7 · price: Reflects the distribution of Warrants to members of Sponsor.

F5 · ownership.nature: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6 · ownership.nature: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Read SEC document
March 08, 2024 Filed Mar 13, 2024 01:20 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 GrantClass A Common Stock 236,526 $0.00 $0.00
Disclosure

SEC source: 0000950103-24-003749 · dp208284_4-virgrove.xml · nonDerivative · entry 2

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,925,187

F1 · kind: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F3 · kind: Reflects the acquisition of Shares by Corvina in connection with the distribution described in footnotes 1 and 2 above.

F1 · balance_after: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F3 · balance_after: Reflects the acquisition of Shares by Corvina in connection with the distribution described in footnotes 1 and 2 above.

F4 · balance_after: Consists of (i) 1,149,320 Shares owned of record by Sponsor and (ii) 2,775,867 Shares owned of record by Corvina.

F5 · ownership.nature: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6 · ownership.nature: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Read SEC document
March 08, 2024 Filed Mar 13, 2024 01:20 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 Disposition to issuerClass A Common Stock 845,180 $0.00 $0.00
Disclosure

SEC source: 0000950103-24-003749 · dp208284_4-virgrove.xml · nonDerivative · entry 1

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,688,661

F1 · kind: On March 8, 2024, Virgin Group Acquisition Sponsor II LLC ("Sponsor") distributed to its members, including to Corvina Holdings Limited ("Corvina"), shares of Class A Common Stock, par value $0.0001 per share (the "Shares"), in Grove Collaborative Holdings, Inc. ("Issuer") and private placement warrants exercisable for Shares ("Warrants").

F2 · kind: Reflects the distribution of Shares to members of Sponsor.

F5 · ownership.nature: Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by Virgin Group Holdings LTD ("VGHL"). BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members of Sir Richard Branson's family and related philanthropic causes, is the sole holder of voting shares of VGHL. Under the terms of the trusts, BFT CLG (PTC) Limited has certain consent rights with respect to the exercise by PTC of its control over VGHL.

F6 · ownership.nature: As a result, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by Sponsor and Corvina. Sir Richard Branson indirectly has the ability to control the appointment and removal of the management of VGHL and, as such, he may be deemed to indirectly control the decisions of VGHL, regarding the voting and disposition of securities held by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by Sponsor and Corvina.

Read SEC document
August 30, 2022 Filed Sep 1, 2022 22:35 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseClass A Common Stock 3,275,182 $0.00 $0.00
Disclosure

SEC source: 0000950103-22-015147 · dp179805_4-vgac2llc.xml · nonDerivative · entry 1

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,669,206

F1 · kind: On August 30, 2022, pursuant to the subscription agreement by and between Corvina Holdings Limited ("Corvina") and Grove Collaborative, Inc., a Delaware public benefit corporation ("Old Grove") dated March 31, 2022 ("Backstop Subscription Agreement"), the Issuer issued to Corvina 3,275,182 shares of the Issuer's Class A common stock, par value $0.0001 (the "Common Stock"). The Backstop Subscription Agreement provided, should the volume weighted average price of the Common Stock be less than $10.00 per share during the 10 trading days commencing on the first trading day after the Issuer's first quarterly earnings call for a fiscal quarter that ends following the closing of the business combination (the "Measurement Period VWAP"), that Corvina would be entitled to receive a number of shares of Common Stock equal to the lesser of (i) the product of (x) the sum of

F2 · kind: (1) the shares of Class B common stock of the Issuer issued to Corvina at the closing of the business combination pursuant to the Agreement and Plan of Merger (dated December 7, 2021, as amended and restated on March 31, 2022) as consideration for the shares of Old Grove common stock received by Corvina under the Backstop Subscription Agreement and (2) the shares of Old Grove common stock Corvina agreed to subscribe for and purchase under the Backstop Subscription Agreement (collectively, the "Post-Combination Backstop Shares") multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the business combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination Backstop Shares outstanding as of immediately following the closing of the business combination.

F1 · price: On August 30, 2022, pursuant to the subscription agreement by and between Corvina Holdings Limited ("Corvina") and Grove Collaborative, Inc., a Delaware public benefit corporation ("Old Grove") dated March 31, 2022 ("Backstop Subscription Agreement"), the Issuer issued to Corvina 3,275,182 shares of the Issuer's Class A common stock, par value $0.0001 (the "Common Stock"). The Backstop Subscription Agreement provided, should the volume weighted average price of the Common Stock be less than $10.00 per share during the 10 trading days commencing on the first trading day after the Issuer's first quarterly earnings call for a fiscal quarter that ends following the closing of the business combination (the "Measurement Period VWAP"), that Corvina would be entitled to receive a number of shares of Common Stock equal to the lesser of (i) the product of (x) the sum of

F2 · price: (1) the shares of Class B common stock of the Issuer issued to Corvina at the closing of the business combination pursuant to the Agreement and Plan of Merger (dated December 7, 2021, as amended and restated on March 31, 2022) as consideration for the shares of Old Grove common stock received by Corvina under the Backstop Subscription Agreement and (2) the shares of Old Grove common stock Corvina agreed to subscribe for and purchase under the Backstop Subscription Agreement (collectively, the "Post-Combination Backstop Shares") multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the business combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination Backstop Shares outstanding as of immediately following the closing of the business combination.

F1 · ownership.direct: On August 30, 2022, pursuant to the subscription agreement by and between Corvina Holdings Limited ("Corvina") and Grove Collaborative, Inc., a Delaware public benefit corporation ("Old Grove") dated March 31, 2022 ("Backstop Subscription Agreement"), the Issuer issued to Corvina 3,275,182 shares of the Issuer's Class A common stock, par value $0.0001 (the "Common Stock"). The Backstop Subscription Agreement provided, should the volume weighted average price of the Common Stock be less than $10.00 per share during the 10 trading days commencing on the first trading day after the Issuer's first quarterly earnings call for a fiscal quarter that ends following the closing of the business combination (the "Measurement Period VWAP"), that Corvina would be entitled to receive a number of shares of Common Stock equal to the lesser of (i) the product of (x) the sum of

F2 · ownership.direct: (1) the shares of Class B common stock of the Issuer issued to Corvina at the closing of the business combination pursuant to the Agreement and Plan of Merger (dated December 7, 2021, as amended and restated on March 31, 2022) as consideration for the shares of Old Grove common stock received by Corvina under the Backstop Subscription Agreement and (2) the shares of Old Grove common stock Corvina agreed to subscribe for and purchase under the Backstop Subscription Agreement (collectively, the "Post-Combination Backstop Shares") multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the closing of the business combination) minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination Backstop Shares outstanding as of immediately following the closing of the business combination.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseWarrants · Derivative 6,700,000 $1.50 Strike: $11.50 $10,050,000.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · derivative · entry 7

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,700,000

Underlying: Class A Common Stock · 6,700,000 shares

Expires 2027-06-16

F9 · shares: Represents warrants that were converted in connection with the closing of the Transaction to purchase one Share at $11.50 per Share. The warrants were purchased as private placement warrants at $1.50 per Share with an exercise price of $11.50 per Share.

F5 · ownership.direct: Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseWarrants · Derivative 3,875,028 $0.01 Strike: $0.01 $38,750.28
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · derivative · entry 6

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,875,028

Underlying: Class A Common Stock · 3,875,028 shares

Expires 2027-06-16

F3 · shares: Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

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June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 ConversionClass B Ordinary Shares · Derivative 10,062,500 Not disclosed Not disclosed
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · derivative · entry 5

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 9,972,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · price: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · derivative.exercise_date: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · derivative.expiration_date: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F5 · ownership.direct: Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

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June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseClass A Common Stock 5,000,000 $10.00 $50,000,000.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 4

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,394,024

F4 · shares: Acquired through private placement transaction.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

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June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseClass A Common Stock 1,671,524 $10.00 $16,715,240.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 3

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,394,024

F3 · shares: Acquired through private placement transaction. In addition to the Shares, the Reporting Person acquired the private placement warrants, each exercisable to purchase one Share at $0.01 per Share.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 PurchaseClass A Common Stock 2,750,000 $0.00 $0.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 2

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,722,500

F2 · shares: Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction.

F2 · price: Represents shares in Grove Collaborative Inc. that were exchanged for Shares in connection with the closing of the Transaction.

F6 · ownership.direct: Corvina Holdings Limited is the record holder of these Shares.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

Read SEC document
June 16, 2022 Filed Jun 21, 2022 23:48 UTC Grove Collaborative Holdings, Inc. GROV · Entity 135 ConversionClass A Common Stock 9,972,500 $0.00 $0.00
Disclosure

SEC source: 0000950103-22-010959 · dp175629_4-vgasiillc.xml · nonDerivative · entry 1

Virgin Group Acquisition Sponsor II LLC · CIK 0001846226 · 10% owner

Corvina Holdings LTD · CIK 0001368872 · 10% owner

Virgin Group Holdings LTD · CIK 0001402303 · 10% owner

VIECO INVESTMENTS LTD · CIK 0001734533 · 10% owner

Branson Sir Richard · CIK 0001368963 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,972,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F1 · price: Represents Class B ordinary shares held by the Reporting Person that automatically converted into shares of Class A Common Stock (the "Shares") in connection with the redomestication of the Issuer from Cayman Islands to Delaware public benefit corporation in connection with the closing of the business combination of Issuer and Grove Collaborative, Inc. on June 16, 2022 (the "Transaction"). Following the initial grant of Class B ordinary shares, but on or prior to the closing of the Transaction, the ratio of Class B ordinary shares to Shares was adjusted to ensure that the Reporting Person received the same ownership percentage in Issuer following the closing of the Transaction.

F5 · ownership.direct: Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company, is the record holder of these Shares. Corvina Holdings Limited, a British Virgin Islands exempted company ("Corvina"), is the sole managing member and manager of Virgin Group Acquisition Sponsor II LLC and holds an economic interest therein. Corvina Holdings Limited is wholly owned by Virgin Group Holdings Limited.

F7 · ownership.direct: Virgin Group Holdings Limited is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities held by Virgin Group Holdings Limited. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Corvina Holdings Limited, Virgin Group Holdings Limited and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

F8 · ownership.direct: Vieco Investments Ltd., a British Virgin Islands exempted company, holds an economic interest in Virgin Group Acquisition Sponsor II LLC. Vieco Investments Ltd. is owned by Sir Richard Branson, and he has the ability to appoint and remove the management of Vieco Investments Ltd. and, as such, may indirectly control the decisions of Vieco Investments Ltd., regarding the voting and disposition of securities held by Vieco Investments Ltd. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the Shares held by Virgin Group Acquisition Sponsor II LLC. Each of Vieco Investments Ltd. and Sir Richard Branson disclaims beneficial ownership of the Shares except to the extent of its or his pecuniary interest therein.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.