| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | GROV | Class A Common Stock | 4.53M | Nov 1, 2023 | See footnote | F1, F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | GROV | Warrants | 775K | Nov 1, 2023 | Class A Common Stock | 775K | $0.05 | See footnote | F1, F2, F4, F5 | |||||
| holding | GROV | Warrants | 1.34M | Nov 1, 2023 | Class A Common Stock | 1.34M | $57.50 | See footnote | F1, F2, F4, F6 |
| Id | Content |
|---|---|
| F1 | On November 1, 2023, Vieco Investments Limited transferred all of its membership interests in Virgin Group Acquisition Sponsor II LLC ("Sponsor") to Corvina Holdings Limited ("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 Virgin Group Holdings Limited ("VGHL") to BFT (PTC) Limited ("PTC"), in its capacity as trustee of trusts for the benefit of members 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. |
| F2 | Reflects a 1-for-5 reverse stock split of the Issuer's common stock, effective after market close on June 5, 2023. Exercise price stated on a "per share" basis. |
| F3 | Consists of (i) 1,994,500 shares of Class A Common Stock owned of record by Sponsor and (ii) 2,539,341 shares of Class A Common Stock owned of record by Corvina. |
| F4 | Corvina is the sole managing member and manager of Sponsor and holds an economic interest therein. Corvina is wholly owned by VGHL. 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. 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. |
| F5 | Consists of 775,000 shares of Class A Common Stock underlying 3,875,028 warrants owned of record by Corvina. |
| F6 | Consists of 1,340,000 shares of Class A Common Stock underlying 6,700,000 warrants owned of record by Sponsor. |
Exhibit 24 - Power of Attorney