0001193125-21-200567 | S-4 | XBRL Viewer

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Cover	3 Months Ended
Cover	Mar. 31, 2021
Document Information [Line Items]
Document Type	S-4
Amendment Flag	false
Entity Registrant Name	Vector Acquisition Corp
Entity Central Index Key	0001819994
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Rocket Lab USA, Inc.
Document Information [Line Items]
Entity Registrant Name	Rocket Lab USA, Inc.
Entity Central Index Key	0001849874
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 425,453	$ 865,903
Prepaid expenses	352,250	366,647
Total current assets	777,703	1,232,550
Non-Current Assets:
Investment held in Trust Account	320,009,656	320,004,846
Total Assets	320,787,359	321,327,396
Current liabilities:
Accrued expenses	1,692,954	217,395
Total current liabilities	1,692,954	217,395
Non-Current liabilities:
Warrant liabilities	46,197,334	24,562,667
Deferred underwriting fee payable	11,200,000	11,200,000
Total liabilities	59,090,288	35,980,062
Commitments and Contingencies
Redeemable convertible preferred stock
Class A ordinary shares subject to possible redemption	256,697,070	280,257,330
Shareholders' Equity (deficit)
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, value	633	397
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,000,000 shares issued and outstanding	800	800
Additional paid-in capital	40,900,782	17,340,758
Accumulated deficit	(35,902,214)	(12,341,951)
Total shareholders' Equity (deficit)	5,000,001	5,000,004
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	320,787,359	321,327,396
Rocket Lab USA, Inc.
Current assets
Cash	34,228,000	52,792,000	$ 95,878,000
Accounts receivable, net	2,119,000	2,730,000	1,185,000
Prepaid expenses	2,322,000	2,628,000	833,000
Contract assets	2,514,000	2,045,000	7,064,000
Inventories	25,842,000	26,135,000	14,157,000
Prepaids and other current assets	8,124,000	9,412,000	6,346,000
Total current assets	72,827,000	93,114,000	124,630,000
Non-Current Assets:
Property, plant and equipment, net	50,117,000	49,832,000	36,193,000
Intangible asset, net	11,103,000	11,349,000	1,329,000
Goodwill	3,228,000	3,133,000	0
Right-of-use assets - operating leases	26,129,000	26,902,000	26,608,000
Right-of-use assets - finance leases			2,924,000
Restricted cash	1,111,000	1,141,000	1,816,000
Deferred tax assets	2,441,000	2,398,000	1,685,000
Deferred transaction costs	1,511,000
Total Assets	168,467,000	187,869,000	195,185,000
Current liabilities:
Trade payables	4,069,000	3,368,000	6,460,000
Accrued expenses	6,684,000	6,571,000	3,567,000
Employee benefits payable	4,697,000	4,582,000	3,045,000
Contract liabilities	16,187,000	26,132,000	10,211,000
Finance lease liabilities			2,246,000
Other current liabilities	7,861,000	7,766,000	6,415,000
Total current liabilities	39,498,000	48,419,000	31,944,000
Non-Current liabilities:
Non-current lease liabilities	26,522,000	27,299,000	26,025,000
Other non-current liabilities	7,692,000	3,899,000	1,285,000
Total liabilities	73,712,000	79,617,000	59,254,000
Commitments and Contingencies
Shareholders' Equity (deficit)
Common stock, value		0	0
Additional paid-in capital	21,572,000	19,928,000	14,236,000
Accumulated deficit	(203,573,000)	(187,691,000)	(132,686,000)
Accumulated other comprehensive loss	1,796,000	1,055,000	(79,000)
Total shareholders' Equity (deficit)	(180,205,000)	(166,708,000)	(118,529,000)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	168,467,000	187,869,000	195,185,000
Rocket Lab USA, Inc. \| Series A Preferred Stock [Member]
Redeemable convertible preferred stock
Temporary Equity, Carrying Amount	5,500,000	5,500,000	5,500,000
Rocket Lab USA, Inc. \| Series B Preferred Stock [Member]
Redeemable convertible preferred stock
Temporary Equity, Carrying Amount	21,503,000	21,503,000	21,503,000
Rocket Lab USA, Inc. \| Series C Preferred Stock [Member]
Redeemable convertible preferred stock
Temporary Equity, Carrying Amount	16,471,000	16,471,000	16,471,000
Rocket Lab USA, Inc. \| Series D Preferred Stock [Member]
Redeemable convertible preferred stock
Temporary Equity, Carrying Amount	73,364,000	73,364,000	73,364,000
Rocket Lab USA, Inc. \| Series E preferred stock
Redeemable convertible preferred stock
Temporary Equity, Carrying Amount	137,622,000	137,622,000	$ 137,622,000
Rocket Lab USA, Inc. \| Series E 1 preferred stock
Redeemable convertible preferred stock
Temporary Equity, Carrying Amount	$ 20,500,000	$ 20,500,000

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Rocket Lab USA, Inc.
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, share authorized	46,000,000	46,000,000	47,000,000
Common stock, share issued	8,715,084	8,654,869	8,076,275
Common stock, share outstanding	8,715,084	8,654,869	8,076,275
Class A ordinary shares [Member]
Shares subject to possible redemption	25,669,707	28,025,733
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, share authorized	450,000,000	450,000,000
Common stock, share issued	6,330,293	3,974,267
Common stock, share outstanding	6,330,293	3,974,267
Temporary Equity, Par or Stated Value Per Share	$ 10.00	$ 10.00
Class B ordinary shares [Member]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, share authorized	50,000,000	50,000,000
Common stock, share issued	8,000,000	8,000,000
Common stock, share outstanding	8,000,000	8,000,000
Series A Preferred Stock [Member] \| Rocket Lab USA, Inc.
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	6,898,281	6,898,281	6,898,281
Temporary Equity, Shares Issued	6,898,281	6,898,281	6,898,281
Temporary Equity, Shares Outstanding	6,898,281	6,898,281	6,898,281
Series B Preferred Stock [Member] \| Rocket Lab USA, Inc.
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	11,987,187	11,987,187	11,987,187
Temporary Equity, Shares Issued	11,953,413	11,953,413	11,953,413
Temporary Equity, Shares Outstanding	11,953,413	11,953,413	11,953,413
Series C Preferred Stock [Member] \| Rocket Lab USA, Inc.
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	4,900,204	4,900,204	4,887,114
Temporary Equity, Shares Issued	4,887,114	4,887,114	4,887,114
Temporary Equity, Shares Outstanding	4,887,114	4,887,114	4,887,114
Series D Preferred Stock [Member] \| Rocket Lab USA, Inc.
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	2,650,450	2,650,450	2,651,993
Temporary Equity, Shares Issued	2,573,252	2,573,252	2,573,252
Temporary Equity, Shares Outstanding	2,573,252	2,573,252	2,573,252
Series E preferred stock \| Rocket Lab USA, Inc.
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	4,368,313	4,368,313	6,342,843
Temporary Equity, Shares Issued	4,368,313	4,368,313	4,368,313
Temporary Equity, Shares Outstanding	4,368,313	4,368,313	4,368,313
Series E 1 preferred stock \| Rocket Lab USA, Inc.
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	650,140	650,140	650,140
Temporary Equity, Shares Issued	650,140	650,140	650,140
Temporary Equity, Shares Outstanding	650,140	650,140	650,140

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		5 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Formation and operating costs	$ 1,930,406		$ 357,463
Operating Expenses:
Loss from operations	(1,930,406)		(357,463)
Other income (expense):
Interest earned on investment held in Trust Account	4,810		4,846
Change in fair value of warrant liabilities	(21,634,667)		11,989,334
Net loss	$ (23,560,263)		$ (12,341,951)
Class A redeemable ordinary shares [Member]
Weighted-average common shares outstanding
Weighted average shares outstanding (in Shares)	32,000,000		31,553,191
Class A ordinary shares [Member]
Net loss per share attributable to common stockholders:
Basic and diluted net income per share (in Dollars per share)	$ 0.00		$ 0.00
Class B non-redeemable ordinary shares [Member]
Weighted-average common shares outstanding
Weighted average shares outstanding (in Shares)	8,000,000		7,732,484
Class B ordinary shares [Member]
Net loss per share attributable to common stockholders:
Basic and diluted net income per share (in Dollars per share)	$ (2.95)		$ (1.60)
Rocket Lab USA, Inc.
Revenues	$ 18,192,000	$ 1,417,000		$ 35,160,000	$ 48,399,000
Cost of revenues	16,781,000	5,115,000		46,977,000	49,475,000
Gross profit	1,411,000	(3,698,000)		(11,817,000)	(1,076,000)
Operating Expenses:
Research and development, net	7,078,000	2,950,000		19,142,000	12,727,000
Selling, general and administrative	6,624,000	5,506,000		23,993,000	19,090,000
Total operating expenses	13,702,000	8,456,000		43,135,000	31,817,000
Loss from operations	(12,291,000)	(12,154,000)		(54,952,000)	(32,893,000)
Other income (expense):
Interest income	(127,000)	240,000		224,000	2,792,000
Gain (loss) on foreign exchange	(279,000)	(2,113,000)		2,420,000	(523,000)
Other (expense) income, net	(2,921,000)	66,000		(2,230,000)	618,000
Total other (expense) income, net	(3,327,000)	(1,807,000)		414,000	2,887,000
Loss before income taxes	(15,618,000)	(13,961,000)		(54,538,000)	(30,006,000)
Provision for income taxes	(264,000)	(286,000)		(467,000)	(354,000)
Net loss	(15,882,000)	(14,247,000)		(55,005,000)	(30,360,000)
Other comprehensive income (loss), net of tax:
Foreign currency translation gain	741,000	(551,000)		1,134,000	257,000
Comprehensive loss	$ (15,141,000)	$ (14,798,000)		$ (53,871,000)	$ (30,103,000)
Net loss per share attributable to common stockholders:
Basic and diluted net income per share (in Dollars per share)	$ (1.83)	$ (1.76)		$ (6.61)	$ (3.79)
Weighted-average common shares outstanding
Weighted average shares outstanding (in Shares)	8,701,000	8,080,000		8,324,000	8,017,000

Statement of Changes in Shareholders' Equity - USD ($)	Total	Class A ordinary shares [Member]	Class B ordinary shares [Member]	Additional Paid-in Capital	Accumulated Deficit	Rocket Lab USA, Inc.	Rocket Lab USA, Inc. Redeemable Convertible Preferred Stock [Member]	Rocket Lab USA, Inc. Common Stock [Member]	Rocket Lab USA, Inc. Additional Paid-in Capital	Rocket Lab USA, Inc. Accumulated Deficit	Rocket Lab USA, Inc. AOCI Attributable to Parent [Member]
Balance at Beginning at Dec. 31, 2018							$ 254,460,000
Balance at Beginning (in Shares) at Dec. 31, 2018							30,680,373
Balance Ending at Dec. 31, 2019							$ 254,460,000
Balance Ending (in Shares) at Dec. 31, 2019							30,680,373
Balance at Beginning at Dec. 31, 2018						$ (93,011,000)			$ 9,651,000	$ (102,326,000)	$ (336,000)
Balance at Beginning (in Shares) at Dec. 31, 2018								7,924,028
Net loss						(30,360,000)				(30,360,000)
Exercise of stock options						$ 655,000			655,000
Exercise of stock options (in Shares)						152,247		152,247
Stock-based compensation						$ 3,930,000			3,930,000
Other comprehensive income						257,000					257,000
Balance Ending at Dec. 31, 2019						(118,529,000)			14,236,000	(132,686,000)	(79,000)
Balance Ending (in Shares) at Dec. 31, 2019								8,076,275
Balance Ending at Mar. 31, 2020							$ 254,460,000
Balance Ending (in Shares) at Mar. 31, 2020							31,330,513
Net loss						(14,247,000)				(14,247,000)
Exercise of stock options						5,000			5,000
Exercise of stock options (in Shares)								7,876
Stock-based compensation						838,000			838,000
Other comprehensive income						(551,000)					(551,000)
Balance Ending at Mar. 31, 2020						(132,484,000)			15,079,000	(146,933,000)	(630,000)
Balance Ending (in Shares) at Mar. 31, 2020								8,084,151
Balance at Beginning at Dec. 31, 2019							$ 254,460,000
Issuance of Series E-1redeemable preferred stock for cash							$ 20,500,000
Balance at Beginning (in Shares) at Dec. 31, 2019							30,680,373
Issuance of Series E-1redeemable preferred stock for cash (in Shares)							650,140
Balance Ending at Dec. 31, 2020							$ 274,960,000
Balance Ending (in Shares) at Dec. 31, 2020							31,330,513
Balance at Beginning at Dec. 31, 2019						(118,529,000)			14,236,000	(132,686,000)	(79,000)
Balance at Beginning (in Shares) at Dec. 31, 2019								8,076,275
Net loss						(55,005,000)				(55,005,000)
Exercise of stock options						$ 978,000			978,000
Exercise of stock options (in Shares)						305,867		305,867
Stock-based compensation						$ 4,218,000			4,218,000
Issuance of common stock for business combination						0		$ 0	0	0	0
Issuance of common stock for business combination (in Shares)								272,727
Issuance of common stock warrant						496,000			496,000
Other comprehensive income						1,134,000					1,134,000
Balance Ending at Dec. 31, 2020	$ 5,000,004	$ 397	$ 800	$ 17,340,758	$ (12,341,951)	(166,708,000)			19,928,000	(187,691,000)	1,055,000
Balance Ending (in Shares) at Dec. 31, 2020		3,974,267	8,000,000					8,654,869
Balance at Beginning at Jul. 27, 2020		$ 0	$ 0	0	0
Balance at Beginning (in Shares) at Jul. 27, 2020		0	0
Balance Ending at Dec. 31, 2020							$ 274,960,000
Balance Ending (in Shares) at Dec. 31, 2020							31,330,513
Balance at Beginning at Jul. 27, 2020		$ 0	$ 0	0	0
Balance at Beginning (in Shares) at Jul. 27, 2020		0	0
Issuance of Class B ordinary shares to Sponsor	25,000		$ 863	24,137
Issuance of Class B ordinary shares to Sponsor (in Shares)			8,625,000
Sale of 32,000,000 Units, net of underwriting discounts, offering costs, and warrant liabilities	293,547,618	$ 3,200		293,544,418
Sale of 32,000,000 Units, net of underwriting discounts, offering costs, and warrant liabilities (in Shares)		32,000,000
Excess of proceeds from the sale of private placement warrants to Sponsor	4,026,667			4,026,667
Forfeiture of Founder Shares			$ (63)	63
Forfeiture of Founder Shares (in Shares)			(625,000)
Class A ordinary shares subject to possible redemption	(280,257,330)	$ (2,803)		(280,254,527)
Class A ordinary shares subject to possible redemption (in Shares)		(28,025,733)
Net loss	(12,341,951)				(12,341,951)
Balance Ending at Dec. 31, 2020	5,000,004	$ 397	$ 800	17,340,758	(12,341,951)	(166,708,000)			19,928,000	(187,691,000)	1,055,000
Balance Ending (in Shares) at Dec. 31, 2020		3,974,267	8,000,000					8,654,869
Balance Ending at Mar. 31, 2021							$ 274,960,000
Balance Ending (in Shares) at Mar. 31, 2021							31,330,513
Forfeiture of Founder Shares	(40,000,000)
Class A ordinary shares subject to possible redemption	23,560,260	$ 236		23,560,024
Class A ordinary shares subject to possible redemption (in Shares)		2,356,026
Net loss	(23,560,263)				(23,560,263)	(15,882,000)				(15,882,000)
Exercise of stock options						554,000			554,000
Exercise of stock options (in Shares)								60,215
Stock-based compensation						1,090,000			1,090,000
Issuance of common stock warrant									496,000
Other comprehensive income						741,000					741,000
Balance Ending at Mar. 31, 2021	$ 5,000,001	$ 633	$ 800	$ 40,900,782	$ (35,902,214)	$ (180,205,000)			$ 21,572,000	$ (203,573,000)	$ 1,796,000
Balance Ending (in Shares) at Mar. 31, 2021		6,330,293	8,000,000					8,715,084

Statement of Changes in Shareholders' Equity (Parenthetical)	5 Months Ended
	Dec. 31, 2020 shares
Statement of Stockholders' Equity [Abstract]
Sale of units, net of underwriting discounts and offering costs	32,000,000

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		5 Months Ended	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (23,560,263)		$ (12,341,951)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investment held in Trust Account	(4,810)		(4,846)
Change in fair value of warrant liabilities	21,634,667		11,989,334
Changes in operating assets and liabilities:
Prepaid expenses	14,397		(366,647)
Accrued expenses	1,475,559		217,395
Net cash used in operating activities	(440,450)		(506,715)
Cash flows from investing activities
Investment of cash in Trust Account			(320,000,000)
Net cash used in investing activities			(320,000,000)
Cash flows from financing activities
Proceeds from sale of Units, net of underwriting discounts paid			313,600,000
Proceeds from sale of Private Placement Warrants			8,400,000
Proceeds from promissory note - related party			300,000
Repayment of promissory note - related party			(300,000)
Payments of offering costs			(627,382)
Net cash provided by (used in) financing activities			321,372,618
Net (decrease) increase in cash and cash equivalents and restricted cash	(440,450)		865,903
Cash - Beginning	865,903		0
Cash - Ending	425,453		865,903	$ 865,903
Non-Cash Investing and Financing Activities:
Initial classification of Class A ordinary shares subject to possible redemption	23,560,260		291,793,080
Change in value of Class A ordinary shares subject to possible redemption			(11,535,750)
Initial classification of warrant liability			12,573,333
Deferred underwriting fee payable			11,200,000
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares			25,000
Forfeiture of Founder Shares			(68)
Rocket Lab USA, Inc.
Cash flows from operating activities
Net loss	(15,882,000)	$ (14,247,000)		(55,005,000)	$ (30,360,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,397,000	1,329,000		9,339,000	4,872,000
Stock compensation expense	1,090,000	838,000		4,218,000	3,930,000
Loss on disposal of assets		69,000		1,473,000
Noncash lease expense	505,000	409,000		1,533,000	2,164,000
Noncash expense associated with preferred stock warrants	3,382,000			2,615,000	88,000
Deferred income tax expense	(42,000)	(64,000)		(713,000)	(618,000)
Changes in operating assets and liabilities:
Accounts receivable	611,000	(940,000)		(522,000)	6,907,000
Contract assets	(246,000)	2,841,000		5,019,000	(5,181,000)
Inventories	70,000	(10,431,000)		(11,260,000)	(10,434,000)
Prepaids and other current assets	1,286,000	(129,000)		(2,375,000)	(1,727,000)
Trade payables	638,000	804,000		(1,603,000)	2,989,000
Accrued expenses	552,000	(945,000)		4,104,000	394,000
Employee benefits payables	115,000	(89,000)		1,538,000	1,287,000
Contract liabilities	(9,945,000)	14,973,000		15,921,000	(1,380,000)
Other current liabilities	95,000	(1,330,000)		(832,000)	2,988,000
Non-current lease liabilities	(517,000)	(793,000)		(965,000)	(1,243,000)
Other non-currentliabilities	412,000			(242,000)
Net cash used in operating activities	(15,479,000)	(7,705,000)		(27,757,000)	(25,324,000)
Cash flows from investing activities
Purchases of property, equipment and software	(4,046,000)	(6,401,000)		(25,148,000)	(20,597,000)
Proceeds on disposal of equipment				27,000
Cash paid for acquisition, net of acquired cash				(12,208,000)
Net cash used in investing activities	(4,046,000)	(6,401,000)		(37,329,000)	(20,597,000)
Cash flows from financing activities
Proceeds from issuance of Series E-1 Preferred Stock				20,500,000
Payment of deferred transaction costs associated with planned reverse recapitalization transaction	(140,000)
Proceeds from the exercise of stock options	554,000	5,000		978,000	654,000
Principal payments under finance lease liabilities					(737,000)
Net cash provided by (used in) financing activities	414,000	5,000		21,478,000	(83,000)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	517,000	(506,000)		(153,000)	308,000
Net (decrease) increase in cash and cash equivalents and restricted cash	(18,594,000)	(14,607,000)		(43,761,000)	(45,696,000)
Cash and cash equivalents, and restricted cash, beginning of period	53,933,000	97,694,000		97,694,000	143,390,000
Cash - Beginning	52,792,000	95,878,000		95,878,000
Cash and cash equivalents, and restricted cash, end of period	35,339,000	83,087,000	53,933,000	53,933,000	97,694,000
Cash - Ending	34,228,000		$ 52,792,000	52,792,000	95,878,000
Supplemental disclosures of cash flow information
Cash refunds/(paid) for income taxes				300,000	(757,000)
Supplemental disclosures of non-cash investing and financing activities
Unpaid purchases of property, equipment and software	342,000	$ 708,000		2,090,000	$ 5,004,000
Issuance of common stock warrants and accrued issuance costs in connection with loan and security agreement				$ 677,000
Deferred transaction costs in accrued expenses	$ 1,371,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended	5 Months Ended	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Note 1 — Description of Organization and Business Operations Vector Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 28, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). For the avoidance of doubt, Business Combination also includes the Rocket Lab Business Combination (defined below). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from July 28, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 24, 2020. On September 29, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Vector Acquisition Partners, L.P. (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4. In October 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option on October 20, 2020. As such, on October 20, 2020, the Company consummated the sale of an additional 2,000,000 Units, at $10.00 per Unit, and the sale of an additional 266,667 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $20,400,000. Transaction costs amounted to $18,252,382, consisting of $6,400,000 of underwriting fees, $11,200,000 of deferred underwriting fees and $652,382 of other offering costs. Following the closing of the Initial Public Offering on September 29, 2020 and the underwriters’ partial exercise of their over-allotment on October 20, 2020, an amount of $320,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until September 29, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Vector Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 28, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 28, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Rocket Lab USA, Inc., a Delaware corporation (“Rocket Lab”) (see Note 11). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 24, 2020. On September 29, 2020 the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Vector Acquisition Partners, L.P. (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 5. In October 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option on October 20, 2020. As such, on October 20, 2020, the Company consummated the sale of an additional 2,000,000 Units, at $10.00 per Unit, and the sale of an additional 266,667 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $20,400,000. Transaction costs amounted to $18,252,382, consisting of $6,400,000 of underwriting fees, $11,200,000 of deferred underwriting fees and $652,382 of other offering costs. Following the closing of the Initial Public Offering on September 29, 2020 and the underwriters’ partial exercise of their over-allotment on October 20, 2020, an amount of $320,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the final prospectus relating to our initial public offering. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until September 29, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Rocket Lab USA, Inc.
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	1. DESCRIPTION OF THE BUSINESS Rocket Lab USA, Inc. and its consolidated subsidiaries (“Rocket Lab” or the “Company”) is an aerospace company focused on developing rocket launch and control systems for the space and defense industries. The Company is a Delaware corporation and was formed on July 13, 2013 to act initially as the holding company for Rocket Lab Limited, a New Zealand limited liability company, and has since evolved into an operating entity with a range of activities including engine and avionics manufacturing, business and corporate development, sales and marketing, and corporate planning and financial management. The Company researches, designs, and fabricates complete rocket systems, incorporating propulsion, vehicle launch and electronic control systems. Since formation, the Company has successfully developed several complete rocket-based systems, from sounding rockets to new advanced propulsion technologies. The Company’s primary focus is the market for small, low-cost, low earth orbit satellite delivery systems, an emerging segment of the space and defense markets. Rocket Lab leases the only private orbital launch range in the world, located in Mahia, New Zealand, and controls its entire value chain. Rocket Lab is headquartered in Long Beach California and is the parent company for several wholly owned operating subsidiaries located in the United States, New Zealand, Canada and elsewhere. On March 1, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Vector Acquisition Corporation, a publicly traded special purpose acquisition company and Cayman Islands exempted company (“Vector”), and Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rocket Lab (“Merger Sub”) which was subsequently amended on May 7, 2021. At the closing, Vector will become a Delaware corporation (“Delaware Vector”), and Merger Sub will merge with and into Delaware Vector, with Delaware Vector surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”). Immediately following the First Merger, Rocket Lab will merge with and into Delaware Vector, with Delaware Vector surviving the merger (“Second Merger”, and together with the First Merger, the “Mergers”) for form the post-transaction combined entity (“Pubco”). In connection with the Mergers, the shareholders of the Company will exchange their interests in the Company for interests in the Pubco. The Mergers are expected to close during 2021.		1. DESCRIPTION OF THE BUSINESS Rocket Lab USA, Inc. and its consolidated subsidiaries (“Rocket Lab” or the “Company”) is an aerospace company focused on developing rocket launch and control systems for the space and defense industries. The Company is a Delaware corporation and was formed on July 13, 2013 to act initially as the holding company for Rocket Lab Limited, a New Zealand limited liability company, and has since evolved into an operating entity with a range of activities including engine and avionics manufacturing, business and corporate development, sales and marketing, and corporate planning and financial management. The Company researches, designs, and fabricates complete rocket systems, incorporating propulsion, vehicle launch and electronic control systems. Since formation, the Company has successfully developed several complete rocket-based systems, from sounding rockets to new advanced propulsion technologies. The Company’s primary focus is the market for small, low-cost, low earth orbit satellite delivery systems, an emerging segment of the space and defense markets. Rocket Lab leases the only private orbital launch range in the world, located in Mahia, New Zealand, and controls its entire value chain. Rocket Lab is headquartered in Long Beach California and is the parent company for several wholly owned operating subsidiaries located in the United States, New Zealand, Canada and elsewhere. Immaterial Restatement Subsequent to the issuance of our consolidated financial statements for the years ending December 31, 2020 and 2019, we concluded that $5 million of cash payments made during 2020 for capital expenditures that were accrued during 2019 were incorrectly presented in the Consolidated Statement of Cash Flows. During 2019, $5 million of accrued capital expenditures were presented as an investing cash outflow, and when these payments were made during 2020, these payments were not presented as an investing cash outflow. Further, $1.3 million of cash payments made during 2019 for capital expenditures that were accrued during 2018 were incorrectly presented in the Consolidated Statement of Cash Flows and not presented as an investing cash outflow during 2019, resulting in a net effect of $5 million in 2020 and $3.7 million in 2019. The accompanying Consolidated Statement of Cash Flows for the year ended December 31, 2020 and December 31, 2019 have been revised from amounts previously reported to present the payment of accrued capital expenditures in the proper periods in the Consolidated Statement of Cash Flows. We assessed the significance of the misstatements and concluded that they were not material to any periods presented. As a result of these corrections, the Consolidated Statement of Cash Flows for 2019 reflects a decrease in purchases of property, equipment, and software of $3.7 million reported within cash used in investing activities and an increase in cash used in operating activities due to adjustments made to the change in trade payables of $2.3 million and the change in accrued expenses of $1.4 million. During 2020, the Consolidated Statement of Cash Flows reflects an increase in purchases of property, equipment, and software reported within cash used in investing activities of $5 million and a decrease in cash used in operating activities due to adjustments made to the change in trade payables of $3.7 million and the change in accrued expenses of $1.3 million.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

5 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering (see Note 5) as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

In connection with the release of the Securities and Exchange Commission’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, in consultation with the Company’s audit committee, the Company’s management concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, in consultation with the Company’s audit committee, the Company’s management concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.


	As Previously Reported			Adjustments			As Restated
Balance sheet as of September 29, 2020 (audited)
Warrant Liability	$	—		$	12,573,333		$	12,573,333
Ordinary Shares Subject to Possible Redemption		285,853,760			(12,573,333	)		273,280,427
Class A Ordinary Shares		141			126			267
Additional Paid-in Capital		5,017,854			(126	)		5,017,728
Shareholders’ Equity		5,000,010			0			5,000,010
Balance sheet as of September 30, 2020 (unaudited)
Warrant Liability	$	—		$	13,340,000		$	13,340,000
Ordinary Shares Subject to Possible Redemption		285,851,910			(13,340,000	)		275,511,910
Class A Ordinary Shares		141			134			275
Additional Paid-in Capital		5,019,704			766,533			5,786,237
Accumulated Deficit		(20,698	)		(766,667	)		(787,365	)
Shareholders’ Equity		5,000,010			0			5,000,010
Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	24,562,667		$	24,562,667
Ordinary Shares Subject to Possible Redemption		304,820,000			(24,562,670	)		280,257,330
Class A Ordinary Shares		152			245			397
Additional Paid-in Capital		5,351,666			11,989,092			17,340,758
Accumulated Deficit		(352,617	)		(11,989,334	)		(12,341,951	)
Shareholders’ Equity		5,000,001			3			5,000,004
Period from July 28, 2020 (inception) to September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	766,667		$	766,667
Net loss		(20,698	)		(766,667	)		(787,365	)
Basic and diluted net loss per share, Class B		(0.00	)		(0.10	)		(0.10	)
Period from July 28, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(11,989,334	)	$	(11,989,334	)
Net loss		(352,617	)		(11,989,334	)		(12,341,951	)
Basic and diluted net loss per share, Class B		(0.05	)		(1.55	)		(1.60	)

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

5 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SIGNIFICANT ACCOUNTING POLICIES

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, as amended by Amendment No. 1 thereto, filed with the SEC on May 3, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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. The Company 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, the Company, 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 the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Liquidity

The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until one year from the date of issuance of these financial statements.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9) while the March 31, 2021 and December 31, 2020 fair value of the warrants was based on the public trading price of the warrants.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Income Taxes

ASC Topic 740, Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of Class A ordinary shares outstanding for the period. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 16,266,667 shares of Class A ordinary shares in the aggregate.

The Company’s statements of operations includes a presentation of income (loss) per ordinary share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31, 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,810
Net Earnings	$	4,810
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		32,000,000
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00
Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(23,560,263	)
Redeemable Net Earnings	$	(4,810	)
Non-Redeemable Net Loss	$	(23,565,073	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted(1)		8,000,000
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(2.95	)

As of March 31, 2021 and December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheet, primarily due to their short-term nature.

As of March 31, 2021 and December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

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. The Company 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, the Company, 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 the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

Warrant Liabilities

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10) while the December 31, 2020 fair value of the warrants was based on the public trading price of the warrants.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income Taxes

ASC Topic 740, Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Loss Per Ordinary Share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For the Period from July 28, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,846

Net Earnings	$	4,846
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		31,553,191
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00
Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(12,341,951	)
Redeemable Net Earnings	$	(4,846	)

Non-Redeemable Net Loss	$	(12,346,797	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted(1)		7,732,484
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(1.60	)

(1)	As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders.

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Rocket Lab USA, Inc.

SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting standards generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information and include the accounts of Rocket Lab USA, Inc. and its wholly owned subsidiaries after elimination of intercompany accounts and transactions. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021, or for any other interim period or for any other future year.

Going Concern

Since its inception in 2013, the Company has invested a significant amount into research and development. The Company is currently in the early stages of revenue generation.

As of March 31, 2021, the Company had an accumulated deficit of $203,573, including a net loss of $15,882 and $14,247 for the three months ended March 31, 2021 and 2020, respectively. The Company used cash of $15,479 for operations during the three months ended March 31, 2021, compared to a combined cash and cash equivalents balance of $34,228 as of March 31, 2021. Cash used for operations during three months ended March 31, 2021 was primarily financed through the issuance of preferred stock in prior years.

Management’s plans to continue as a going concern one year after the issuance of these interim financial statements include raising additional financing through the issuance of equity and entering into business transactions that provide revenue with respect to the Company’s products and services. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all and, as such, management concluded that substantial doubt exists about the Company’s ability to continue as a going concern. The interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or on the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

The Company’s interim financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

On an ongoing basis, our management evaluates estimates and assumptions including those related to revenue recognition, contract costs, loss reserves, fair value of common and preferred stock issued, and deferred tax valuation allowances. We based our estimates on historical data and experience, as well as various other factors that our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Actual results could differ from these estimates and assumptions.

Deferred Transaction Costs

Deferred transaction costs primarily consist of legal and other costs incurred that are directly related to the Company’s planned reverse recapitalization transaction. These costs will be charged to stockholders’ deficit upon the completion of the reverse recapitalization transaction. During the three months ended March 31, 2021, the Company incurred and capitalized transaction costs of approximately $1,511. As of March 31, 2021, the Company had $1,511 of deferred transaction costs in the accompanying condensed consolidated balance sheets.

Other Significant Accounting Policies

There have been no other significant changes to the Company’s significant accounting policies during the three months ended March 31, 2021. Refer to the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements as of and for the Years Ended December 31, 2019 and 2020” included elsewhere in this prospectus.

Recently Adopted Accounting Pronouncements

If the Company, or its prospective parent company becomes public or is public, the Company expects such public company to be an “emerging growth company.” The Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The ASU removed some disclosures; modified others and added some new disclosure requirements. For all entities, the new guidance is effective for fiscal years beginning after December 15, 2019. The Company adopted this ASU on January 1, 2020, and the adoption of this ASU resulted in more robust fair value measurement disclosures in these notes to the consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting and subsequently issued amendments to the initial guidance through ASU 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements—Share-Based Consideration Payable to a Customer. Under the revised, amended guidance, the accounting for awards issued to non-employees will be similar to the accounting for employee awards. Additionally, for share-based consideration payable to a customer, the amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The Company adopted this guidance as of January 1, 2020, which did not have a material impact on the consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02. The updated guidance revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses on financial instruments, including, but not limited to, available for sale debt securities and accounts receivable. The Company adopted this guidance as of January 1, 2020, which did not have an impact on the consolidated financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation and Basis of Presentation

The consolidated financial statements are presented in conformity with accounting standards generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Rocket Lab USA, Inc. and its wholly owned subsidiaries after elimination of intercompany accounts and transactions.

Going Concern

Since its inception in 2013, the Company has invested a significant amount into research and development. The Company is currently in the early stages of revenue generation.

As of December 31, 2020 and 2019, the Company had an accumulated deficit of $187,691 and $132,686, respectively, including a net loss of $55,005 and $30,360 for the years then ended. The Company used cash of $27,757 and $25,324 for operations during 2020 and 2019, respectively, compared to combined cash and cash equivalents balances of $52,792 and $95,878 as of December 31, 2020 and 2019. Cash used for operations during 2020 and 2019 was primarily financed through the issuance of preferred stock.

Management’s plans to continue as a going concern one year after the issuance of these financial statements include raising additional financing through the issuance of equity and entering into business transactions that provide revenue with respect to the Company’s products and services. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all and, as such, management concluded that substantial doubt exists about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or on the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

The Company’s financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

Use of Estimates

Cash and Cash Equivalents

The Company considers cash and cash equivalents to be only those investments which are highly liquid, readily convertible to cash and which have a maturity date within ninety days from the date of purchase. The carrying amounts for the Company’s cash equivalents approximate fair value due to their short maturities. Cash equivalents are recorded at fair value and consist primarily of money market funds.

Restricted Cash

The Company considers restricted cash to include any cash that is legally restricted as to withdrawal or usage. The Company had $1,141 and $1,816 as of December 31, 2020 and 2019, respectively. The balance relates to collateral for letters of credit and money market accounts and is presented in restricted cash in the consolidated balance sheets.

Accounts Receivable, Net

Accounts receivables represent amounts billed and currently due from customers. The amounts are stated at their net estimated realizable value. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts, which effective January 1, 2020, is based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high-risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Prior to January 1, 2020, the allowance for doubtful accounts was based on the Company’s historical experience, its anticipation of uncollectible accounts receivable, and any specific customer collection issues that the Company had identified. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of December 31, 2020 and 2019, and the activity in this account, including the current-period provision for expected credit losses for the years ended December 31, 2020 and 2019, were not material.

Inventories

Inventories consist of components and subassemblies, spare parts and consumable goods. Inventories are recorded at actual acquisition costs and adjusted to the lower of cost or estimated net realizable value. The determination of net realizable value of long-term contract costs is based upon quarterly contract reviews that determine an estimate of costs to be incurred to complete all contract requirements. When actual contract costs and the estimate to complete exceed total estimated contract revenues, a loss provision is recorded.

Prepaids and Other Current Assets

Prepaids and other current assets include goods and services tax, prepaid expenses, government grant receivables and miscellaneous receivables.

Property, Plant and Equipment, Net

Property, plant and equipment, are stated at cost, less accumulated depreciation. Depreciation is calculated using a diminishing value method which approximates a double-declining method over the estimated useful lives of assets which are as follows:


Asset Category		Estimated Useful Lives
Buildings and improvements		15 to 30 years
Machinery, equipment, vehicles and office furniture		2 to 12 years
Computer equipment, hardware and software		3 to 5 years
Launch site assets		3 to 10 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life

Launch site assets include buildings, machinery and equipment at launch sites.

Repair and maintenance costs are expensed as incurred. Assets disposed of or retired are removed from cost and accumulated depreciation accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations and comprehensive loss.

Business Combination

The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired. Goodwill is measured as of the acquisition date as the excess of consideration transferred over the net acquisition date fair value of the assets acquired and the liabilities assumed.

The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires us to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination.

Intangible Assets, Net

Intangible assets consist of purchased intangible assets including developed technology, in-process research and development, customer relationships, backlog, trademarks and tradenames, non-compete agreements, capitalized software and capitalized intellectual property and are amortized over their useful lives ranging from one to twenty years using the straight-line method of amortization. The Company evaluates the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

Impairment of Long-Lived Assets

Long-lived assets consist of property, plant equipment and intangible assets with estimable useful lives subject to depreciation and amortization. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of an asset or asset group to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. There was no impairment of long-lived assets during the years ended December 31, 2020 and 2019.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combination. We test goodwill for impairment at least annually during the fourth fiscal quarter, or more frequently if indicators of impairment exist during the fiscal year. Events or circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, loss of key customers, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to expected historical or projected future results of operations.

When testing goodwill for impairment, the Company first performs a qualitative assessment. If the Company determines it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then a one-step impairment test is required. If the Company determines it is not more likely than not a reporting unit’s fair value is less than its carrying amount, then no further analysis is necessary. To identify whether a potential impairment exists, the Company compares the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If, however, the fair value of the reporting unit is less than its carrying amount, then such balance would be recorded as an impairment loss. Any impairment loss is limited to the carrying amount of goodwill allocated to the reporting unit. There was no impairment of goodwill during the year ended December 31, 2020. The Company did not have goodwill as of December 31, 2019.

Fair Value of Financial Instruments

We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels:

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Level 1—Quoted prices in active markets for identical assets or liabilities.

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Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

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Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.

The Company considers the carrying values of cash, restricted cash, accounts receivable, accounts payable, and accrued expenses to approximate fair value for these financial instruments due to the short maturities of these instruments. The Company’s preferred stock warrant options are carried at fair value and determined according to the fair value hierarchy above (Note 5).

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Certain assets and liabilities, including goodwill and intangible assets, are subject to measurement at fair value on a non-recurring basis upon initial acquisition in a business combination or if they are deemed to be impaired as a result of an impairment review.

Fair Value of Common Stock

Due to the absence of an active market for the Company’s common stock, the fair value of the Company’s common stock is estimated based on current available information. This estimate requires significant judgment and considers several factors, such as estimated probabilities of future liquidation scenarios, future equity values estimated based on project future cash flows and guideline public company information, discount rates, expected volatility and discounts for lack of marketability. These estimates are highly subjective in nature and involve a large degree of uncertainty.

Such estimates of the fair value of the Company’s common stock are used in the measurement of stock-based compensation expense and common stock and preferred stock warrants.

Revenue Recognition

The Company generates revenue from launch services and space systems. Launch services may be provided as a mission dedicated to a single customer or as a rideshare arrangement with multiple spacecraft from multiple customers. Space systems revenue is comprised of space engineering, program management, satellite components, spacecraft manufacturing and mission operations.

Revenue is recognized when control of the promised product or service is transferred to our customers at an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. Historically, the Company’s revenue contracts have been fixed-price contracts. To the extent actual costs vary from the cost upon which the price was negotiated, the company will generate variable levels of profit or could incur a loss.

The Company’s launch service contracts generally contain a single performance obligation, to launch a satellite or other spacecraft, as there are not distinct and separately identifiable promises contained in the contracts aside from the complex and interrelated nature of the various activities required to launch a satellite or other spacecraft for a customer. Similarly, the Company’s space systems contracts generally contain a single performance obligation as there are typically not distinct and separately identifiable promises contained in the contracts aside from the complex and interrelated nature of the manufacturing, engineering or operations activities as specified per the agreement. Where contracts contain a single performance obligation, the entirety of the transaction price is allocated to this one performance obligation. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated standalone selling price of the product or service underlying each performance obligation. The standalone selling price represents the amount the Company would sell the product or service to a customer on a standalone basis.

The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to its customers. The consideration promised within a contract may include fixed amounts and variable amounts. Variable consideration may consist of final milestone payments or mission success fees that are earned when the payload is delivered to the specified orbit, amongst other types.

The Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur.

The Company recognizes revenue when or as control is transferred to the customer, either over time or at a point in time.

Generally, launch services revenue is recognized at a point in time when control transfers upon intentional ignition of the launch or where successful delivery milestones are applicable, such as upon delivery of the satellite to the specified orbit. In some circumstances, launch service revenue is recognized over-time when it is determined that there is no alternative use for the mission, due to contractual or practical limitations, and when the Company has an enforceable right to payment for the services performed to date including a reasonable profit.

Revenue for space systems is recognized at a point-in-time or over-time depending upon the nature of the contract with customer. For contracts to provide space engineering, program management and mission operations, the Company recognizes revenues over-time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs. Similarly, spacecraft manufacturing is recognized over-time when it is determined that there is no alternative use for the mission, due to contractual or practical limitations, and where the Company has an enforceable right to payment for the services performed to date including a reasonable profit. Contracts to provide components for satellites and other spacecrafts that do not qualify for over-time recognition are recognized at a point in time when control is transferred.

For revenue recognized over-time, the Company uses an input method, based on costs incurred relative to total estimated costs at completion to estimate the percentage of completion. The costs incurred are determined by assessing the physical and technical progress on the spacecraft applied to the standard costs. Due to the nature of the work performed under spacecraft construction contracts, the estimation of physical and technical progress requires judgment and is subject to many variables including but not limited to actual progress and costs incurred, labor productivity, changes in cost and availability of materials.

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers.

Contract assets include unbilled amounts under contracts when revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional and the invoice is issued. Contract assets are classified as current if the invoice will be delivered to the customer within the succeeding 12-month period with the remaining recorded as long-term. Contract liabilities primarily consists of customer billings in advance of revenues being recognized.

Cost of Revenues

Cost of revenues includes direct material costs, compensation and benefits and other costs, such as launch service supplies and consumables, lab supplies, insurance, travel, vehicle and equipment related costs directly associated with generating revenues.

Selling, General and Administrative

Selling, general and administrative expenses consist of indirect costs, including management and executive compensation, corporate costs related to finance, accounting, human resources, information technology, legal, administrative, safety, professional services, rent and other general expenses.

Advertising costs are expensed as incurred and presented within selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2020 and 2019, advertising costs were not material.

Research and Development Costs, net

Research and development costs, net primarily includes propulsion and avionics development costs. These costs are based on a cost model for research and development relating to internal product development programs not associated with customer contractual arrangements. These costs are presented net of government grants on the consolidated statements of operations and comprehensive loss.

Government Grants

The Company entered into a funding agreement for a research and development growth grant with an agency of the New Zealand federal government during the year ended 2013. The grant will reimburse up to 20% of the Company’s qualifying research and development costs incurred. The Company may recognize a grant receivable once eligible reimbursable research and development expenses are incurred and submitted for reimbursement. Any corresponding grant receivable will be presented within prepaids and other current assets on the consolidated balance sheets. The Company received $3,695 and $3,296 in grant proceeds during the years ended December 31, 2020 and 2019, respectively, which is presented within research and development costs, net in consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company’s stock compensation plan is classified as an equity plan which permits stock awards in the form of employee stock options and restricted stock awards. For awards that vest solely based on continued service, the fair value of an award is recognized as an expense over the requisite service period on a straight-line basis. For awards that contain performance conditions, the fair value of an award is recognized based on the probability of the performance condition being met.

The fair value of stock options under the Company’s employee equity incentive plan are estimated as of the grant date using the Black-Scholes option valuation model, which is affected by estimates of the fair value per share of the Company’s common stock, the risk-free interest rate, expected dividend yield, expected term and the expected share price volatility of its common shares over the expected term, which are estimated as follows:

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Fair value per share of common stock. The Company is privately held with no active public market. Due to the absence of an active market for the Company’s common stock, the fair value of the Company’s common stock for purposes of determining the exercise price for stock option grants and the fair value at grant date was estimated based on highly subjective and uncertain information. The exercise price of stock options is set at least equal to the fair value of the Company’s common stock on the date of grant.

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Expected volatility. The Company estimates the expected volatility based on the weighted average historical volatilities of a pool of public companies that are comparable to the Company since the Company’s common stock is not publicly traded and does not have a readily determinable fair value. Expected volatility represents the estimated volatility of the shares over the expected life of the options.

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Expected term. The Company determines the expected term of the awards using the simplified method due to the Company’s insufficient history of option exercise and forfeiture activity. The simplified method estimates the expected term based on the average of the vesting period and contractual term of the stock option.

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Risk-free interest rate. The risk-free interest rate for periods within the expected life of the option is derived from the U.S. treasury interest rates in effect at the date of grant.

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Estimated dividend yield. The Company uses an expected dividend yield of zero since no dividends are expected to be paid.

The fair value of restricted stock units granted under the Company’s employee equity incentive plan are estimated as of the grant date in an amount equal to the estimated fair value per share of the Company’s common stock.

Forfeitures are recognized as incurred for as they occur. Unless otherwise approved, options must be exercised while the individual is an employee or within 90-days of termination when applicable. The expiration date of newly issued options is ten years after grant date unless earlier terminated as provided for in the Plan.

The assumptions used in calculating the fair value of stock-based awards represent our best estimates, however, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or we use different assumptions, stock-based compensation expense could be materially different in the future.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company utilizes a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company makes estimates, assumptions and judgments to determine its provision for income taxes and also for deferred tax assets and liabilities and any valuation allowances recorded against deferred tax assets. Actual future operating results and the underlying amount and type of income could differ materially from the Company’s estimates, assumptions and judgments thereby impacting its consolidated financial position and results of operations.

The Company’s policy is to recognize interest and/or penalties related to all tax positions in income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. Interest and penalties related to uncertain tax positions were not material as of and for the years ended December 31, 2020 and 2019.

Segment Information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in two reportable segments: Launch Services and Space Systems.

Foreign Currencies

The functional currency of certain of the Company’s wholly owned subsidiaries is the currency of the primary economic environment in which they operate. Assets and liabilities denominated in currencies other than the functional currency are remeasured at the exchange rate in effect on the balance sheet date, with exchange differences or remeasurement included in other (expense) income, net on our consolidated statement of operations and comprehensive loss. Revenue and expenses are translated at average rates of exchange prevailing during the respective period. Translation adjustments resulting from this process are recorded as a component of accumulated other comprehensive income (loss) in the consolidated statement of redeemable convertible preferred stock and shareholders’ deficit.

Leases

The Company leases certain property, vehicles and equipment. At contract inception, the Company determines if contract contains a lease and whether the lease should be classified as an operating or financing lease.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, it uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease prepayments made and excludes lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Finance leases result in the recognition of depreciation expense, which is recognized on a straight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method.

The Company excludes short-term leases (term of 12 months or less) from the balance sheet presentation and accounts for non-lease and lease components in a contract as a single lease component for certain asset classes.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The updated guidance was issued to remove certain exceptions and improve consistency of application, including, among other things, requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The amendments in this update are effective for public companies for annual periods beginning after December 31, 2020, including interim periods within those fiscal years. Most amendments are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company has elected to early adopt this guidance as of January 1, 2019, which did not have a material impact on the consolidated financial statements.

INITIAL PUBLIC OFFERING	3 Months Ended	5 Months Ended
INITIAL PUBLIC OFFERING	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on October 20, 2020, the Company sold an additional 2,000,000 Units, at a purchase price of $10.00 per Unit (see Note 8). Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).	NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on October 20, 2020, the Company sold an additional 2,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 9).

PRIVATE PLACEMENT	3 Months Ended	5 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2021	Dec. 31, 2020
Regulated Operations [Abstract]
PRIVATE PLACEMENT	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000. In connection with the underwriters’ partial exercise of the over-allotment option on October 20, 2020, the Company sold an additional 266,667 Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrants, for an aggregate purchase price of $400,000 (see Note 8). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.	NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000. In connection with the underwriters’ partial exercise of the over-allotment option on October 20, 2020, the Company sold an additional 266,667 Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $400,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS	3 Months Ended	5 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
Related Party Transactions	Note 5 — Related Party Transactions *Founder Shares* On July 30, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 625,000 Founder Shares were forfeited and 500,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 8,000,000 Founder Shares outstanding at October 20, 2020. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. *Administrative Services Agreement* The Company entered into an agreement, commencing on September 24, 2020, to pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred $30,000 in fees for these services. At March 31, 2021 and December 31, 2020, $62,000 and $32,000, respectively, of such fees are included in accrued expenses in the accompanying condensed balance sheets. *Related Party Loans* In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.	NOTE 6 — RELATED PARTY TRANSACTIONS *Founder Shares* On July 30, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 625,000 Founder Shares were forfeited and 500,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 8,000,000 Founder Shares outstanding at October 20, 2020. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. *Administrative Services Agreement* The Company entered into an agreement, commencing on September 24, 2020, to pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For period from July 28, 2020 (inception) through December 31, 2020, the Company incurred $32,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet. *Promissory Note — Related Party* On July 30, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid at the closing of the Initial Public Offering on September 29, 2020. *Related Party Loans* In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.
Rocket Lab USA, Inc.
Related Party Transactions	20. RELATED PARTY TRANSACTIONS There are three members of our Board of Directors that are affiliated with three separate entities that are invested in our common stock, two of which individually hold greater than 5% beneficial ownership. Each entity was granted one seat on our board which is filled by a partner of the affiliated entity. On September 14, 2018 and through subsequent closings, Rocket Lab sold an aggregate of 4,368,313 shares of its Series E convertible preferred stock at a purchase price of $31.5316 per share, for an aggregate purchase price of $137,739. In connection with this transaction, these entities acquired 334,267 of Series E convertible preferred stock for $10,539 and Rocket Lab entered into certain Amended and Restated Investors’ Rights Agreement, Amended and Restated Voting Agreement, and Amended and Restated First Refusal and Co-Sale Agreement with each of the purchasers of Rocket Lab’s Series E convertible preferred stock, and certain other Rocket Lab stockholders (collectively, the “Investor Agreements”). Such Investor Agreements were subsequently amended and restated in connection with Rocket Lab’s Series E-1 convertible preferred stock financing on May 18, 2020 whereby Rocket Lab sold an aggregate of 650,140 shares of its Series E-1 convertible preferred stock at a purchase price of $31.5316 per share, for an aggregate purchase price of $20,500. These entities with an affiliated director purchased 142,713 shares of Series E-1 convertible preferred stock for $4,499. In March 2019, Rocket Lab facilitated the sale of an aggregate of 625,564 shares of our outstanding common stock from holders of our common stock to funds affiliated with Greenspring Opportunities at a purchase price of $23.6487 per share for an aggregate purchase price of $14,300. Pursuant to this transaction, Greenspring Opportunities repurchased 422,857 shares of Rocket Lab common stock from the Rocket Lab CEO, Peter Beck, for $10,000. As of March 31, 2021 and December 31, 2020, there are no amounts due to or from related parties.		20. RELATED PARTY TRANSACTIONS There are three members of our Board of Directors that are affiliated with three separate entities that are invested in our common stock, two of which individually hold greater than 5% beneficial ownership. Each entity was granted one seat on our board which is filled by a partner of the affiliated entity. On September 14, 2018 and through subsequent closings, Rocket Lab sold an aggregate of 4,368,313 shares of its Series E convertible preferred stock at a purchase price of $31.5316 per share, for an aggregate purchase price of $137,739. In connection with this transaction, these entities acquired 334,267 of Series E convertible preferred stock for $10,539 and Rocket Lab entered into certain Amended and Restated Investors’ Rights Agreement, Amended and Restated Voting Agreement, and Amended and Restated First Refusal and Co-Sale Agreement with each of the purchasers of Rocket Lab’s Series E convertible preferred stock, and certain other Rocket Lab stockholders (collectively, the “Investor Agreements”). Such Investor Agreements were subsequently amended and restated in connection with Rocket Lab’s Series E-1 convertible preferred stock financing on May 18, 2020 whereby Rocket Lab sold an aggregate of 650,140 shares of its Series E-1 convertible preferred stock at a purchase price of $31.5316 per share, for an aggregate purchase price of $20,499. These entities with an affiliated director purchased 142,713 shares of Series E-1 convertible preferred stock for $4,499. In March 2019, Rocket Lab facilitated the sale of an aggregate of 625,564 shares of our outstanding common stock from holders of our common stock to funds affiliated with Greenspring Opportunities at a purchase price of $23.6487 per share for an aggregate purchase price of $14,300. Pursuant to this transaction, Greenspring Opportunities repurchased 422,857 shares of Rocket Lab common stock from the Rocket Lab CEO, Peter Beck, for $10,000. As of December 31, 2019 and 2020, there are no amounts due to or from related parties.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

5 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholders Rights

Pursuant to a registration and shareholder rights agreement entered into on September 24, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period.

Underwriting Agreement

Pursuant to the underwriting agreement, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,200,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Rocket Lab Business Combination

On March 1, 2021, the Company entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 thereto dated as of May 7, 2021, and as the same may be further amended or supplemented, the “Merger Agreement”) with Rocket Lab USA, Inc. (“Rocket Lab”), and Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rocket Lab (“Merger Sub”). The Merger Agreement and the transactions contemplated thereby (the “Rocket Lab Business Combination”) were unanimously approved by the boards of directors of each of the Company and Rocket Lab.

In contemplation of the Rocket Lab Business Combination, the Company will domesticate as a Delaware corporation (the “Domestication” and the company following the Domestication, “Vector Delaware”) and, in connection therewith, (a) the Class A ordinary shares and the Class B ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, of Vector Delaware, respectively (such shares of Class A common stock and Class B common stock, together the “Vector Delaware Common Stock”); (b) Company’s warrants to purchase Class A ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of warrants to purchase Vector Delaware Class A common stock (the “Vector Delaware Warrants”) and (c) the Company’s units that have not been separated into Class A ordinary shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of units of Vector Delaware (the “Vector Delaware Units”).

The Merger Agreement further contemplates that the Rocket Lab Business Combination will be effected through the following transactions:

•

concurrently with the Domestication, Rocket Lab will amend and restate its certificate of incorporation (the “Charter Amendment”), and in connection therewith, among other things, (i) each issued and outstanding share of preferred stock, par value $0.0001 per share, of Rocket Lab will convert into shares of common stock, par value $0.0001 per share, of Rocket Lab (the “Rocket Lab Common Stock”), in accordance with the terms thereof; (ii) each issued and outstanding share of Rocket Lab Common Stock (after giving effect to the conversion contemplated by clause (i)) will convert automatically into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio (as defined below) and (iii) each then issued and outstanding Rocket Lab warrant will convert into a new warrant of Rocket Lab (a “Rocket Lab New Warrant”) for a number of shares of Rocket Lab Common Stock and with the applicable exercise price per share determined in accordance with the Merger Agreement;

•

Rocket Lab will enter into redemption agreements with certain members of its management pursuant to which Rocket Lab will redeem from such individuals shares of Rocket Lab Common Stock (the “Management Redemption Shares”) for an aggregate purchase price not to exceed $40,000,000;

•

immediately following the Domestication, Merger Sub will merge with and into Vector Delaware, with Vector Delaware surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”), and in connection therewith, (a) the shares of Vector Delaware Common Stock (other than any treasury shares, shares held by Vector Delaware or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (b) the Vector Delaware Warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”) and (c) the Vector Delaware Units that are outstanding immediately prior to the First Effective Time will convert into an equal number of units of Rocket Lab (the “Assumed Units”); and

•

immediately following the First Effective Time, Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger (Vector Delaware as the surviving corporation, “New Rocket Lab” and such merger, the “Second Merger”), and in connection therewith, among other things, (i) the shares of Rocket Lab Common Stock (other than any treasury shares, shares held by Rocket Lab or dissenting shares) issued and outstanding immediately prior to the effective time of the Second Merger (the “Second Effective Time”) will convert into an equal number of shares of common stock, par value $0.0001 per share, of New Rocket Lab (the “New Rocket Lab Common Stock”); (ii) the Rocket Lab New Warrants and the Assumed Warrants outstanding and unexercised immediately prior to the Second Effective Time will convert into an equal number of warrants to purchase New Rocket Lab Common Stock; and (iii) each Assumed Unit that is outstanding immediately prior to the Second Effective Time will automatically be converted into a New Rocket Lab unit that, upon the closing of the Rocket Lab Business Combination (the “Closing”), will be cancelled and will entitle the holder thereof to one share of New Rocket Lab Common Stock and one-third of one warrant, with each whole warrant representing the right to purchase one share of New Rocket Lab Common Stock.

In addition to the above consideration, if the closing price of New Rocket Lab Common Stock is equal to or greater than $20.00 for a period of at least 20 days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, the Rocket Lab stockholders will be entitled to receive additional shares of New Rocket Lab Common Stock equal to 8% of the Aggregate Share Consideration (as defined below) (computed without the deduction for the Management Redemption Shares). For purposes of the Merger Agreement, the “Exchange Ratio” equals the quotient obtained by dividing (i) the Aggregate Share Consideration by (ii) the aggregate number of shares of Rocket Lab Common Stock outstanding immediately prior to the Charter Amendment on a fully diluted basis (other than the Management Redemption Shares). The “Aggregate Share Consideration” means the quotient obtained by dividing (i) an amount equal to $4,000,000,000 minus the Management Redemption Amount by (ii) (x) an amount equal to $10.00 plus (y) an amount equal to (a) the interest earned on funds held in the Company’s trust account divided by (b) the number of Class A ordinary shares outstanding immediately prior to the Closing.

The Rocket Lab Business Combination is expected to close in the third quarter of 2021, subject to the satisfaction of certain customary closing conditions.

Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and we agreed to issue and sell to such PIPE Investors, immediately prior to Closing, an aggregate of 46,700,000 shares of New Rocket Lab Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $467,000,000 (the “PIPE Financing”). The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Rocket Lab Business Combination.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholders Rights

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,200,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Rocket Lab USA, Inc.

Commitments and Contingencies

16. COMMITMENTS AND CONTINGENCIES

Litigation and Claims

The Company is, and from time to time may be, a party to claims and legal proceedings generally incidental to its business that are principally covered under contracts with its customers and insurance policies. In the opinion of management, there are no legal matters or claims likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Other Commitments

The Company has commitments under its lease obligations (Note 15).

Contingencies

The Company records a contingent liability when it is both probable that a loss has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.

On May 23, 2016, the Company entered into a launch services agreement with a customer to provide three commercial dedicated launches which would deliver the customer’s payloads over the period of 2017 through 2020. Per the terms of the agreement, each dedicated launch shall have a firm fixed price of $3,000. During the year ended December 31, 2018, the Company determined that it was probable that the costs to provide the services as stipulated by the launch services agreement would exceed the fixed firm price of each launch. As such, the Company recorded a provision for contract loss for these three dedicated launches. During the year ended December 31, 2020, one of the three launches occurred. The provision for contract losses outstanding as of March 31, 2021 related to the remaining two launches is $5,109.

16. COMMITMENTS AND CONTINGENCIES

Litigation and Claims

Other Commitments

The Company has commitments under its lease obligations (Note 15).

Contingencies

On May 23, 2016, the Company entered into a launch services agreement with a customer to provide three commercial dedicated launches which would deliver the customer’s payloads over the period of 2017 through 2020. Per the terms of the agreement, each dedicated launch shall have a firm fixed price of $3,000. During the year ended December 31, 2018, the Company determined that it was probable that the costs to provide the services as stipulated by the launch services agreement would exceed the fixed firm price of each launch. As such, the Company recorded a provision for contract loss for these three dedicated launches. During the year ended December 31, 2020, one of the three launches occurred. The balance outstanding as of December 31, 2020 related to the remaining two launches is $5,109.

SHAREHOLDERS' EQUITY

3 Months Ended

5 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

SHAREHOLDERS' EQUITY

Note 7 — Shareholders’ Equity

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 450,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 6,330,293 and 3,974,267 Class A ordinary shares issued and outstanding, excluding 25,669,707 and 28,025,733 Class A ordinary shares subject to possible redemption, respectively.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 8,000,000 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

NOTE 8 — SHAREHOLDERS’ EQUITY

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 450,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 3,974,267 Class A ordinary shares issued and outstanding, excluding 28,025,733 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 8,625,000 Class B ordinary shares issued and outstanding.

Rocket Lab USA, Inc.

SHAREHOLDERS' EQUITY

12.

CAPITALIZATION

Common Stock

The holder of each share of common stock has the right to one vote for each share and is entitled to notice of any stockholders’ meeting and to vote upon certain events.

In the event of any liquidation event, only upon completion of distribution of proceeds to preferred stockholders, all of the remaining proceeds available, if any, shall be distributed among common stockholders pro rata based on the number of shares held by each.

Redeemable Convertible Preferred Stock

Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series E-1 Preferred Stock together will be referred as “Preferred Stock”.

The dividend rate and issue price of Preferred Stock, par value of $0.0001, as of March 31, 2021 were as follows:


Preferred Stock	Dividend Rate		Issue Price
Series A	$	0.05	$	0.80
Series B	$	0.11	$	1.80
Series C	$	0.20	$	3.37
Series D	$	1.71	$	28.57
Series E	$	1.89	$	31.53
Series E-1	$	1.89	$	31.53

On May 18, 2020, the Company issued 650,140 shares of Series E-1 Redeemable Convertible Preferred Stock in exchange for $20,500 in cash. Issuance costs in conjunction with this issuance were not material.

The significant rights, privileges and preferences of the Preferred Stock are as follows:

Dividend Rights

The Preferred Stock shall be entitled to receive non-cumulative dividends when declared by board of directors prior and in preference to any declaration or payment of any dividend on the Common Stock at a dividend rate per share as noted above.

The Preferred Stockholders have the right to waive any dividend preference upon the affirmative vote or written consent of majority of the holders of such series Preferred Stock then outstanding. Any additional dividends after payment to Preferred Stock shall be distributed among all holders on an as-if converted basis.

Liquidation Preferences

In the event of any liquidation event, either voluntary or involuntary, which includes (i) a change of control with respect to the Company, (ii) a sale of the Company, (iii) an IPO and (iv) a liquidation, dissolution or winding up of the Company, the holders of Preferred Stock shall be entitled to be paid out of the assets of the Company, prior and in preference to any distribution of the proceeds of a liquidation event to the holders of common stock, an amount per share equal to original issue price per share as noted above of each series of Preferred Stock plus declared but unpaid dividends. Any remaining proceeds available for distribution shall be distributed among holders of common stock.

If the Preferred Stockholder receives an amount greater than the amount on an as if-converted basis, then such amount would be considered for distribution and any such holder who deemed to have converted shall not be entitled to receive any distribution made otherwise to holders of Preferred Stock that have not converted. The treatment of any particular transaction or series of related transactions as liquidation event may be waived by the vote or written consent of holders of the outstanding Preferred Stock.

The Company classifies the Preferred Stock outside of permanent equity in the mezzanine portion of our consolidated balance sheets due to the contingent redemption feature, which is contingent upon certain change of control events, the occurrence of which is not solely within the control of the Company. These contingent events were not considered probable of occurring and as such the Company did not remeasure Preferred Stock to its redemption value each period.

Conversion Rights

Each share of each series of Preferred Stock is convertible, at the option of the holder, at any time after issuance, into the number of fully paid shares of common stock that results from dividing the original issue price of the Preferred Stock by applicable conversion price in effect at the time of conversion. The initial conversion price of the Preferred Stock is equal to its original issue price.

The conversion price of the Preferred Stock is subject to adjustment for any stock dividends, stock splits, combination or other similar recapitalization to protect the holders of the Preferred Stock from dilution.

Each share of Preferred Stock shall automatically be converted, at their then effective conversion price, upon earlier of the following: (i) the closing of the sale of shares of Common Stock in a firm commitment underwritten public offering, the public offering price of which is not less than $31.53 per share (subject to appropriate adjustment in the event of stock dividend, stock split, combination or other similar recapitalization with respect to Common Stock) and resulting in at least $100,000 of gross proceeds to the Company, or (ii) at the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the then outstanding shares of respective Preferred Stock, voting as a single class on an as converted to Common Stock basis.

Voting Rights

The holders of Preferred Stock have the right to vote as a single class on as-converted basis to Common Stock for treatment of any particular transaction or series of related transactions or certain events. The holders of Preferred Stock have majority voting rights and control the board of directors.

Down-Round Protections

The holders of Series D, Series E and Series E-1 Preferred Stock contain anti-dilutive features apart from customary adjustments for splits and reverse splits of common stock. As a result of these down round features, the Company is required to adjust the consideration per share price in the event of future sales at a lower per share price. In the event down round adjustments are triggered, the values attributable to the adjustment to the convertible preferred stock conversion price are recorded as an increase to additional paid-in capital and increase to accumulated deficit.

12.

CAPITALIZATION

Common Stock

The holder of each share of common stock has the right to one vote for each share and is entitled to notice of any stockholders’ meeting and to vote upon certain events.

Redeemable Convertible Preferred Stock

The number of authorized, issued and outstanding preferred stock, par value of $0.0001, as of December 31, 2020 was as follows:


Preferred Stock	Dividend Rate		Issue Price
Series A	$	0.05	$	0.80
Series B	$	0.11	$	1.80
Series C	$	0.20	$	3.37
Series D	$	1.71	$	28.57
Series E	$	1.89	$	31.53
Series E-1	$	1.89	$	31.53

The significant rights, privileges and preferences of the Preferred Stock are as follows:

Dividend Rights

Liquidation Preferences

Conversion Rights

Voting Rights

Down-Round Protections

DERIVATIVE WARRANT LIABILITIES

3 Months Ended

5 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Warrant Liabilities

Note 8 — Derivative Warrant Liabilities

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9 — DERIVATIVE WARRANT LIABILITIES

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

If the Company calls the Public Warrants for redemption, as described above, any holder that wishes to exercise the Public Warrants may do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

FAIR VALUE MEASUREMENTS

3 Months Ended

5 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

Note 9 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021 and December 31, 2020, assets held in the Trust Account were comprised of approximately $320,000,000 in money market funds which are primarily invested in U.S. Treasury securities. During the three months ending March 31, 2021, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		March 31, 2021		December 31, 2020
Assets:
Cash and marketable securities held in Trust Account		1	$	320,009,656	$	320,004,846
Liabilities:
Warrant Liability — Public Warrants		1	$	30,293,334	$	16,106,667
Warrant Liability — Private Placement Warrants		2	$	15,904,000	$	8,456,000

The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

The Company established the initial fair value for the warrants on September 29, 2020, the date of the Company’s Initial Public Offering, and measured the fair value of the warrants on September 30, 2020, using a Monte Carlo simulation model, l. The warrants were classified as Level 3 at the initial measurement date and at September 30, 2020 due to the use of unobservable inputs. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the warrants was the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target.

The subsequent measurement of the Public Warrants as of December 31, 2020 and March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market and the subsequent measurement of the Private Placement Warrants as December 31, 2020 and March 31, 2021 is classified Level 2 due to the use of unobservable inputs.

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
January 1, 2021	$	8,456,000	$	16,106,667	$	24,562,667
Change in valuation inputs or other assumptions		7,448,000		14,186,667		21,634,667

Fair value as of March 31, 2021		15,904,000		30,293,334		46,197,334

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

NOTE 10—FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2020, assets held in the Trust Account were comprised of $320,004,846 in money market funds which are invested primarily in U.S. Treasury Securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	Level		December 31, 2020
Assets:
Cash and marketable securities held in Trust Account		1	$	320,004,846
Liabilities:
Warrant Liability – Public Warrants		1	$	16,106,667
Warrant Liability – Private Placement Warrants		3	$	8,456,000

Initial Measurement

The Company established the initial fair value for the warrants on September 29, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-third of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as Class A ordinary shares subject to possible redemption, and Class A ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model were as follows at their measurement dates:


Input	September 29, 2020 (Initial Measurement)
Risk-free interest rate		0.3	%
Expected term to initial business combination (years)		0.6
Expected volatility		15.0	%
Exercise price	$	11.50
Fair value of Units	$	10.12

On September 29, 2020, the Private Placement Warrants and Public Warrants were determined to be $0.82 per warrant for aggregate values of $4.4 million and $8.2 million, respectively.

Subsequent Measurement

The warrants are measured at fair value on a recurring basis. The subsequent measurement of the warrants as of September 30, 2020 is classified as Level 3 due to the use of unobservable inputs. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market and the subsequent measurement of the Private Placement Warrants as December 31, 2020 is classified Level 3 due to the use of unobservable inputs.

As of September 30, 2020, the aggregate value of the Private Placement Warrants and Public Warrants was $4.9 million and $9.3 million, respectively.


Input	September 30, 2020
Risk-free interest rate		0.3	%
Expected term to initial business combination (years)		0.6
Expected volatility		15.0	%
Exercise price	$	11.50
Fair value of Units	$	10.14

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $8.5 million and $16.1 million, respectively.

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Level		Public		Level		Warrant Liabilities
Fair value as of July 28, 2020 (inception)	$	—			$	—			$	—
Initial measurement on September 29, 2020		4,373,333		3		8,200,000		3		12,573,333
Change in valuation inputs or other assumptions		266,667				500,00				766,667
Fair value as of September 30, 2020		4,640,000		3		8,700,000		3		13,340,000
Change in valuation inputs or other assumptions		3,816,000				7,406,667				11,222,667

Fair value as of December 31, 2020	$	8,456,000		3	$	16,106,667		1	$	24,562,667

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $16,106,667 during the period from September 29, 2020 through December 31, 2020.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3.

Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

Rocket Lab USA, Inc.

FAIR VALUE MEASUREMENTS

5.	FAIR VALUE OF FINANCIAL INSTRUMENTS

As of March 31, the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:


	March 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	27,840	$	—	$	—	$	27,840

Total	$	27,840	$	—	$	—	$	27,840

Liabilities:
Other non-current liabilities:
Warrants-preferred stock (Note 11)	$	—	$	—	$	7,281	$	7,281

Total	$	—	$	—	$	7,281	$	7,281


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	49,869	$	—	$	—	$	49,869

Total	$	49,869	$	—	$	—	$	49,869

Liabilities:
Other non-current liabilities:
Warrants-preferred stock (Note 11)	$	—	$	—	$	3,899	$	3,899

Total	$	—	$	—	$	3,899	$	3,899

The estimated fair value amounts shown above are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instrument.

There were no transfers between fair value measurement levels during the three months ended March 31, 2021. The change in the warrant liabilities measured at fair value using level three unobservable inputs is as follows for the three months ended March 31, 2021:


Balance, at December 31, 2020	$	3,899
Cost of warrants vesting during the period		352
Change in fair value included in earnings		3,030

Balance, at March 31, 2021	$	7,281

As of March 31, 2021 and December 31, 2020, the fair value of the warrants was estimated primarily using a combination of the guideline public company method, an income approach based on discounted estimated future cash flows, the probability-weighted expected return method and the option pricing method. Under these approaches, the value of the warrants was estimated for various future scenarios and then probability-weighted based on the likelihood of each future scenario. The estimates used in the valuation of the warrants are highly subjective in nature and involve a large degree of uncertainty. The valuation of the warrants is considered to be at Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable.

5.	FAIR VALUE OF FINANCIAL INSTRUMENTS

As of December 31, the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:


	2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	49,869	$	—	$	—	$	49,869

Total	$	49,869	$	—	$	—	$	49,869

Liabilities:
Other non-current liabilties:
Warrants-preferred stock (Note 11)	$	—	$	—	$	3,899	$	3,899

Total	$	—	$	—	$	3,899	$	3,899


	2019
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	93,314	$	—	$	—	$	93,314

Total	$	93,314	$	—	$	—	$	93,314

Liabilities:
Other non-current liabilties:
Warrants-preferred stock (Note 11)	$	—	$	—	$	1,284	$	1,284

Total	$	—	$	—	$	1,284	$	1,284

There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019. The change in the warrant liabilities measured at fair value using level three unobservable inputs is as follows for the years ended December 31, 2020 and 2019:


Balance, at January 1, 2019	$	1,197
Change in fair value included in earnings		87

Balance, at December 31, 2019	$	1,284
Cost of warrants vesting during the year		198
Change in fair value included in earnings		2,417

Balance, at December 31, 2020	$	3,899

As of December 31, 2019, the fair value of the warrants was estimated primarily using the subject company transaction method. Under this method, the Company’s own stock transactions were used as a basis for estimating the total equity value of the Company, which was then allocated to the Company’s various securities using the option pricing method. As of the December 31, 2020, the fair value of the warrants was estimated primarily using a combination of the guideline public company method, an income approach based on discounted estimated future cash flows, the probability-weighted expected return method and the option pricing method. Under these approaches, the value of the warrants was estimated for various future scenarios and then probability-weighted based on the likelihood of each future scenario. The valuation technique changed as of December 31, 2020, due to the lack of a recent and relevant stock transaction as well as recent developments in the Company’s likely liquidation scenarios. The estimates used the valuation of the warrants are highly subjective in nature and involve a large degree of uncertainty. The valuation of the warrants is considered to be at Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events	3 Months Ended	5 Months Ended	12 Months Ended
Subsequent Events	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.	NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 1, 2021, the Company entered into an Agreement and Plan of Merger with Rocket Lab, and Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rocket Lab (“Merger Sub”). The Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of each of the Company and Rocket Lab. As a consequence of the merger, the Company will domesticate as a Delaware corporation (the “Domestication” and the Company following the Domestication, “Delaware Vector”) and, in connection therewith, (a) the Class A ordinary shares, par value $0.0001 per share, of Vector (the “Class A Shares”) and the Class B ordinary shares, par value $0.0001 per share, of Vector (the “Class B Shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of common stock, par value $0.0001 per share, of Vector Delaware (the “Delaware Vector Common Stock”); (b) Vector’s warrants to purchase Class A Shares issued and outstanding immediately prior to the Domestication will convert into an equal number of warrants to purchase Delaware Vector Common Stock (the “Delaware Vector Warrants”) and (c) Vector’s units that have not been separated into Class A Shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of units of Delaware Vector (the “Delaware Vector Units”). Immediately following the Domestication, Merger Sub will merge with and into Delaware Vector, with Delaware Vector surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”), and in connection therewith, (a) the shares of Delaware Vector Common Stock (other than any treasury shares, shares held by Delaware Vector or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (b) the Delaware Vector Warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”) and (c) the Delaware Vector Units that are outstanding immediately prior to the First Effective Time will convert into an equal number of units of Rocket Lab (the “Assumed Units”); and immediately following the First Effective Time, Rocket Lab will merge with and into Delaware Vector, with Delaware Vector surviving the merger (Delaware Vector as the surviving corporation, “Pubco” and such merger, the “Second Merger” and, together with the First Merger, the “Mergers”). If the closing price of Pubco Common Stock is equal to or greater than $20.00 for a period of at least 20 days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, the Rocket Lab stockholders will be entitled to receive additional shares of Pubco Common Stock equal to 8% of the Aggregate Share Consideration. The Domestication, the Mergers and the other transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination”. The Business Combination is expected to close in the third quarter of 2021, subject to the satisfaction of certain customary closing conditions. Concurrently with the execution of the Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Vector agreed to issue and sell to such PIPE Investors, immediately prior to Closing, an aggregate of 46,700,000 shares of Pubco Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $467,000,000 (the “PIPE Financing”). The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Vector will grant the investors in the PIPE Financing certain customary registration rights.
Rocket Lab USA, Inc.
Subsequent Events	21. SUBSEQUENT EVENTS On May 13, 2021, the Company borrowed $15,000 as a Term Loan advance under its Loan and Security Agreement (see Note 10). On June 10, 2021, the Company entered into a $100,000 secured term loan agreement with Hercules Capital, Inc. and borrowed the full amount under the secured term loan agreement. The term loan has a maturity date of June 1, 2024 and is secured by substantially all of the assets of the Company. Payments due for the term loan are interest-only until the maturity date with interest payable monthly in arrears. The outstanding principal bears (i) cash interest at the greater of (a) 8.15% or (b) 8.15% plus the prime rate minus 3.25% and (ii) payment-in-kind interest of 1.25% which is accrued and added to the outstanding principal balance. Prepayment of the outstanding principal is permitted under the loan agreement and subject to certain prepayment fees. In connection with the secured term loan, the Company paid an initial facility charge of $1,000. In addition, the Company will be required to pay an end of term charge of $3,250 upon repayment of the loan. The secured term loan agreement contains customary representations, warranties, non-financial covenants, and events of default. In connection with the $100,000 term loan, the Company repaid the $15,000 Term Loan advance under the Loan and Security Agreement and terminated the Loan and Security Agreement. The Company has evaluated subsequent events through the date that the financial statements were available to be issued on June 25, 2021. Management was not aware of any other subsequent events that would require recognition or disclosure in the financial statements.		21. SUBSEQUENT EVENTS On March 1, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Vector Acquisition Corporation, a publicly traded special purpose acquisition company and Cayman Islands exempted company (“Vector”), and Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rocket Lab (“Merger Sub”) which was subsequently amended on May 7, 2021. At the closing, Vector will become a Delaware corporation (“Delaware Vector”), and Merger Sub will merge with and into Delaware Vector, with Delaware Vector surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”). Immediately following the First Merger, Rocket Lab will merge with and into Delaware Vector, with Delaware Vector surviving the merger (“Second Merger”, and together with the First Merger, the “Mergers”) for form the post-transaction combined entity (“Pubco”). In connection with the Mergers, the shareholders of the Company will exchange their interests in the Company for interests in the Pubco. The Mergers are expected to close during 2021. The Company has evaluated subsequent events through the date that the financial statements were available to be issued on May 7, 2021. Management was not aware of any other subsequent events that would require recognition or disclosure in the financial statements.

REVENUES

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

REVENUES

3. REVENUES

The Company disaggregates revenue by reportable segment and revenue recognition pattern, as it believes these categories best depicts how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. The following tables provide information about disaggregated revenue and a reconciliation of the disaggregated revenue during the three months ended March 31:


	March 31, 2021
	Launch Services		Space Systems		Total
Revenues by recognition model
Point-in-time	$	15,625	$	1,410	$	17,035
Over-time		837		320		1,157

Total revenue by recognition model	$	16,462	$	1,730	$	18,192


	March 31, 2020
	Launch Services		Space Systems		Total
Revenues by recognition model
Point-in-time	$	325	$	—	$	325
Over-time		1,092		—		1,092

Total revenue by recognition model	$	1,417	$	—	$	1,417

The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (presented within Contract assets) and customer advances and deposits (presented within Contract liabilities) on the condensed consolidated balance sheets, where applicable. Amounts are generally billed as work progresses in accordance with agreed-upon milestones. These individual contract assets and liabilities are reported in a net position on a contract-by-contract basis on the condensed consolidated balance sheets at the end of each reporting period.

The following table presents the balances related to enforceable contracts as of March 31, 2021 and December 31, 2020:


	March 31, 2021			December 31, 2020
Contract balances
Accounts receivable	$	2,119		$	2,730
Contract assets		2,514			2,045
Contract liabilities		(16,187	)		(26,132	)

Changes in contract liabilities were as follows:


Contract liabilities, at December 31, 2020	$	26,132
Customer advances received		1,924
Recognition of unearned revenue		(11,869	)

Contract liabilities, at March 31, 2021	$	16,187

The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business.

The amount of revenue recognized from changes in the transaction price associated with performance obligations satisfied in prior years during three months ended March 31, 2021 and 2020 was not material.

Remaining unsatisfied performance obligations represent the total dollar value of work to be performed on contracts awarded and in progress. The amount of remaining unsatisfied performance obligations increases with new contracts or additions to existing contracts and decreases as revenue is recognized on existing contracts. Contracts are included in the amount of remaining unsatisfied performance obligations when an enforceable agreement has been reached. Remaining unsatisfied performance obligations totaled $75,992 as of March 31, 2021, of which approximately 47% is expected to be recognized within 12 months, with the remaining 53% to be recognized beyond 12 months.

3. REVENUES


	2020
	Launch Services		Space Systems		Total
Revenues by recognition model
Point-in-time	$	31,993	$	1,910	$	33,903
Over-time		1,092		165		1,257

Total revenue by recognition model	$	33,085	$	2,075	$	35,160


	2019
	Launch Services		Space Systems		Total
Revenues by recognition model
Point-in-time	$	26,361	$	—	$	26,361
Over-time		22,038		—		22,038

Total revenue by recognition model	$	48,399	$	—	$	48,399

The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (presented within Contract assets) and customer advances and deposits (presented within Contract liabilities) on the consolidated balance sheets, where applicable. Amounts are generally billed as work progresses in accordance with agreed-upon milestones. These individual contract assets and liabilities are reported in a net position on a contract-by-contract basis on the consolidated balance sheets at the end of each reporting period.

The following table presents the balances related to enforceable contracts as of December 31:


	2020			2019
Contract balances
Accounts receivable	$	2,730		$	1,185
Contract assets		2,045			7,064
Contract liabilities		(26,132	)		(10,211	)

Changes in contract liabilities were as follows:


	2020			2019
Contract liabilities, beginning of year	$	10,211		$	11,590
Customer advances received		24,694			8,672
Recognition of unearned revenue		(8,773	)		(10,051	)

Contract liabilities, end of year	$	26,132		$	10,211

The revenue recognized from the contract liabilities consisted of the Company satisfying performance obligations during the normal course of business.

The amount of revenue recognized from changes in the transaction price associated with performance obligations satisfied in prior years during the years ended December 31, 2020 and 2019 was not material.

Remaining unsatisfied performance obligations represent the total dollar value of work to be performed on contracts awarded and in progress. The amount of remaining unsatisfied performance obligations increases with new contracts or additions to existing contracts and decreases as revenue is recognized on existing contracts. Contracts are included in the amount of remaining unsatisfied performance obligations when an enforceable agreement has been reached. Remaining unsatisfied performance obligations totaled $82,039 as of December 31, 2020, of which approximately 83% is expected to be recognized within 12 months, with the remaining 17% to be recognized beyond 12 months.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Topic 606
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-Section 50
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-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 12
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

BUSINESS COMBINATION

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

BUSINESS COMBINATION

4.	BUSINESS COMBINATION

On April 28, 2020, the Company acquired 100% of the outstanding capital stock and voting interest of Sinclair Interplanetary (“Sinclair Interplanetary”), pursuant to a stock purchase agreement with Sinclair, dated March 6, 2020. The results of Sinclair’s operations have been included in the consolidated financial statements since the acquisition close date. Sinclair Interplanetary is a leading provider of high-quality, flight-proven satellite hardware and is headquartered in Toronto, Canada. As a result of the acquisition, management expects to strengthen and expand the Company’s ability to become a one stop shop for customers who desire to design, build and launch a satellite.

Acquisition Consideration

The acquisition-date consideration transferred consisted of cash of $12,340.

The following table presents estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:


Description	Amount
Cash and cash equivalents	$	132
Accounts receivable		1,024
Inventories		718
Prepaids and other current assets		16
Property and equipment		380
Intangible assets, net		10,250
Right-of-use assets		94
Trade payables		(143	)
Other current liabilities		(2,494	)
Lease liabilities		(94	)
Non-current deferred tax liabilities		(438	)

Identifiable net assets acquired		9,445
Goodwill		2,895

Total purchase price	$	12,340

The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands):


Type	Estimated Life in Years		Fair Value
Developed technology		7	$	9,200
In-process technology		N/A		100
Customer relationships		3		600
Backlog		0.7		50
Trademark and tradenames		3		100
Non-compete agreement		4		200

Total identifiable intangible assets acquired			$	10,250

Goodwill of $2,895 was recorded for the Sinclair Interplanetary acquisition, representing the excess of the purchase price over the fair value of the identifiable net assets. Goodwill recognized primarily represents the future revenue and earnings potential and certain other assets which were acquired, but that do not meet the recognition criteria, such as assembled workforce. None of the goodwill is expected to be deductible for income tax purposes.

Compensation Arrangements

In connection with the acquisition, the Company issued 272,727 shares of the Company common stock to the seller upon closing of the acquisition. The shares are subject to a share restriction agreement which restricts the transferability of the shares and provides the Company with a right to repurchase the shares for $0 upon termination of employment of the seller. The Company’s repurchase right lapses in eight equal quarterly installments over the two-year period subsequent to the acquisition date as the seller continues to provide service as an employee, such that at the end of the two-year period following the acquisition date, the shares will be fully transferable, and the Company will no longer have a right to repurchase the shares. Therefore, the shares are accounted for as post-combination compensation expense for services as an employee over the two-year vesting period following the acquisition date.

Additionally, the Company agreed to issue to the seller of Sinclair Interplanetary an earnout of up to 211,416 additional shares of the Company common stock to be paid over a two-year period following the acquisition close date. Issuance of the earnout shares is contingent upon the acquired business meeting certain post-acquisition gross revenue and gross margin targets and the seller continuing to provide services to the Company as an employee during the earnout period. The earnout shares are divided into three tranches. The number of shares to be earned in the first tranche (between 0 and 105,708 shares) is based on revenue and gross margin of the acquired business during the first one-year period following acquisition. The number of shares to be earned in second tranche (between 0 and 105,708 shares) is based on revenue and gross margin of the acquired business during the second one-year period following acquisition. The arrangement also provides for a make-up share tranche, whereby the seller may earn additional shares not earned in the first one-year period following acquisition if the revenue and gross margin of the second one-year period following acquisition met certain specified thresholds. In no event will more than 211,416 shares be earned.

Due to the continuing employment requirement of the shares issued upon closing of the transaction and the earnout shares, the costs associated with the shares are recognized as post-combination compensation expense recognized in selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2021, the Company has recognized $1,285 in stock-based compensation expense related to the shares issued in conjunction with the acquisition, including $350 in the three months ended March 31, 2021. No expense has been recognized for the earnout shares as the achievement of the gross revenue and gross margin targets for the first tranche and make-up tranche was not considered probable of occurring as of March 31, 2021.

4.	BUSINESS COMBINATION

Acquisition Consideration

The acquisition-date consideration transferred consisted of cash of $12,340.

The following table presents estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:


Description	Amount
Cash and cash equivalents	$	132
Accounts receivable		1,024
Inventories		718
Prepaids and other current assets		16
Property and equipment		380
Intangible assets, net		10,250
Right-of-use assets		94
Trade payables		(143	)
Other current liabilities		(2,494	)
Lease liabilities		(94	)
Non-current deferred tax liabilities		(438	)

Identifiable net assets acquired		9,445
Goodwill		2,895

Total purchase price	$	12,340

The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands):


Type	Estimated Life in Years		Fair Value
Developed technology		7	$	9,200
In-process technology		N/A		100
Customer relationships		3		600
Backlog		0.7		50
Trademark and tradenames		3		100
Non-compete agreement		4		200

Total identifiable intangible assets acquired			$	10,250

The results of Sinclair Interplanetary operations since the acquisition date have been combined with those of the Company. The Company’s 2020 consolidated statement of operations includes revenue and net loss of $2,075 and $936, respectively, related to this acquisition.

The Company recognized $1,026 of acquisition and integration related costs that were expensed in the current period. These costs are included in the consolidated statement of operations in the line item entitled “Selling, General and Administrative Expense.”

Compensation Arrangements

Due to the continuing employment requirement of the shares issued upon closing of the transaction and the earnout shares, the costs associated with the shares are recognized as post-combination compensation expense recognized in selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2020, the Company recognized $934 in stock-based compensation expense related to the shares issued in conjunction with the acquisition. No expense has been recognized for the earnout shares as the achievement of the gross revenue and gross margin targets for the first tranche and make-up tranche was not considered probable of occurring as of December 31, 2020.

Unaudited Proforma Combined Financial Information

The following table presents unaudited pro forma net revenues for each of the periods presented, as if the acquisition of Sinclair Interplanetary had occurred at the beginning of fiscal year ended December 31, 2019:


	2020		2019
Net revenues	$	35,611	$	56,045

It is impracticable to present pro forma net income due to the availability and reliability of the pre-combination financial information of the acquired business.

Pro forma net revenues have been prepared for informational purposes only and do not include pro forma adjustments. Pro forma net revenues do not assume any impact from synergies that are expected as a result of the acquisition. These unaudited pro forma net revenues are presented for illustrative purposes only and are not indicative of the net revenues that would have been achieved had the acquisitions occurred on January 1, 2019, nor does the information project results for any future period.

INVENTORIES

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

INVENTORIES

6.	INVENTORIES

Inventories as of March 31, 2021 and December 31, 2020 consisted of the following:


	March 31, 2021		December 31, 2020
Raw materials	$	13,020	$	14,023
Work in process		12,822		12,112

Total inventories—net	$	25,842	$	26,135

6.	INVENTORIES

Inventories as of December 31 consisted of the following:


	2020		2019
Raw materials	$	14,023	$	8,523
Work in process		12,112		5,635

Total inventories—net	$	26,135	$	14,157

PREPAIDS AND OTHER CURRENT ASSETS

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

PREPAIDS AND OTHER CURRENT ASSETS

7.	PREPAIDS AND OTHER CURRENT ASSETS

Prepaids and other current assets as of March 31, 2021 and December 31, 2020 consisted of the following:


	March 31, 2021		December 31, 2020
Prepaid expenses	$	2,322	$	2,628
Government grant receivables		—		5,870
Other current assets		5,803		914

Total prepaids and other current assets	$	8,124	$	9,412

7.	PREPAIDS AND OTHER CURRENT ASSETS

Prepaids and other current assets as of December 31 consisted of the following:


	2020		2019
Prepaid expenses	$	2,628	$	833
Government grant receivables		5,870		3,475
Other current assets		914		2,038

Total prepaids and other current assets	$	9,412	$	6,346

PROPERTY, PLANT AND EQUIPMENT, NET

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

PROPERTY, PLANT AND EQUIPMENT, NET

8.	PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, as of March 31, 2021 and December 31, 2020 consisted of the following:


	March 31, 2021			December 31, 2020
Buildings and improvements	$	21,706		$	20,330
Machinery, equipment, vehicles and office furniture		24,227			23,755
Computer equipment, hardware and software		4,273			3,836
Launch site assets		8,697			7,582
Construction in process		8,563			10,177

Property, plant and equipment, gross		67,466			65,680
Less accumulated depreciation and amortization		(17,349	)		(15,848	)

Property, plant and equipment, net	$	50,117		$	49,832

Depreciation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three months ended March 31 consisted of the following:


	March 31, 2021		March 31, 2020
Cost of revenues	$	1,361	$	580
Research and development, net		96		36
Selling, general and administrative		300		439

Total depreciation expense	$	1,757	$	1,055

8.	PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, as of December 31 consisted of the following:


	2020			2019
Buildings and improvements	$	20,330		$	7,129
Machinery, equipment, vehicles and office furniture		23,755			20,427
Computer equipment, hardware and software		3,836			2,588
Launch site assets		7,582			3,365
Construction in process		10,177			11,732

Property, plant and equipment, gross		65,680			45,241
Less accumulated depreciation and amortization		(15,848	)		(9,048	)

Property, plant and equipment, net	$	49,832		$	36,193

Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31 consisted of the following:


	2020		2019
Cost of revenues	$	4,527	$	3,310
Research and development, net		416		190
Selling, general and administrative		1,591		577

Total depreciation expense	$	6,534	$	4,077

GOODWILL AND INTANGIBLE ASSETS, NET

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

GOODWILL AND INTANGIBLE ASSETS, NET

9.	GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table presents the changes in the carrying amount of goodwill for the Space Systems reportable segment for the three months ended March 31, 2021:


Balance at December 31, 2020	$	3,133
Foreign currency translation adjustment		95

Balance at March 31, 2021	$	3,228

Intangible Assets

The components of intangible assets consisted of the following as of March 31, 2021:


	March 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-Lived Intangible Assets
Developed technology	$	10,258	$	(1,355	)	$	8,903
Capitalized software		3,704		(2,496	)		1,208
Customer relationships		669		(206	)		463
Non-compete agreement		223		(52	)		171
Capitalized intellectual property		198		(63	)		135
Trademarks and tradenames		151		(39	)		112
Indefinite-Lived Intangible Assets
In-process research and development		111		—			111

Total	$	15,314	$	(4,211	)	$	11,103

Amortization expense was approximately $640 and $225 during the three months ended March 31, 2021 and 2020, respectively.

The following table outlines the estimated future amortization expense related to finite intangible assets held as of March 31, 2021:


2021 (for the remaining period)	$	1,849
2022		2,159
2023		1,783
2024		1,609
2025		1,507
Thereafter		2,085

Total	$	10,992

9.	GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table presents the changes in the carrying amount of goodwill by reportable segment for the years ended December 31:


	Launch Services		Space Systems		Total
Balance at December 31, 2019	$	—	$	—	$	—
Acquisitions		—		2,895		2,895
Foreign currency translation adjustment		—		238		238

Balance at December 31, 2020	$	—	$	3,133	$	3,133

Intangible Assets

The components of intangible assets consisted of the following as of December 31:


	2020
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-Lived Intangible Assets
Developed technology	$	10,090	$	(973	)	$	9,117
Capitalized software		3,541		(2,379	)		1,162
Customer relationships		658		(148	)		510
Non-compete agreement		219		(37	)		182
Capitalized intellectual property		199		(51	)		148
Trademarks and tradenames		149		(29	)		120
Backlog		55		(55	)		—
Indefinite-Lived Intangible Assets
In-process research and development		110		—			110

Total	$	15,021	$	(3,672	)	$	11,349


	2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-Lived Intangible Assets
Capitalized software	$	2,259	$	(1,118	)	$	1,141
Capitalized intellectual property		329		(141	)		188

Total	$	2,588	$	(1,259	)	$	1,329

Amortization expense was approximately $2,222 and $746 during the years ended December 31, 2020 and 2019, respectively.

The following table outlines the estimated future amortization expense related to finite intangible assets held as of December 31:


2021	$	2,353
2022		2,040
2023		1,717
2024		1,533
2025		1,484
Thereafter		2,112

Total	$	11,239

LOAN AND SECURITY AGREEMENT

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

LOAN AND SECURITY AGREEMENT

10.

LOAN AND SECURITY AGREEMENT

On December 23, 2020, the Company entered into a Loan and Security Agreement for a maximum of $35,000 in financing which includes a warrant to purchase 13,432 shares of common stock at a price of $11.62 per share (see Note 11). The $35,000 may be drawn upon utilizing the Revolving Line and Term Loan Line subject to certain terms and conditions.

Amounts borrowed under the Revolving Line, an aggregate principal amount of up to $35,000, may be repaid and, prior to the maturity date of December 23, 2022, reborrowed. The Revolving Line terminates on the maturity date of December 23, 2022, when the outstanding principal amount of all advances, any accrued and unpaid interest, and all other obligations shall be immediately due and payable.

The Company can request an advance from the Term Loan from December 23, 2020 through September 30, 2021 in an aggregate principal amount not to exceed the lesser of (i) $15,000, or (ii) measured at the time of each advance request, the difference of $35,000 less the aggregate outstanding amount of advances received under the revolving line. The aggregate outstanding principal amount of the Term Loan advances shall not exceed $15,000. The Term Loan maturity date is December 1, 2024. The Term Loan advances are interest only through December 31, 2021, payable beginning on January 1, 2022 and continuing the first day of each month thereafter in thirty-six equal installments of principal plus accrued interest. The Company has the option to make up to two prepayments of the Term Loan advances in minimum increments of $1,000 subject to certain prepayment terms and conditions. If the Term Loan advances are accelerated following the occurrence and during an event of default, the Company shall be subject to mandatory prepayment provisions which require the immediate payment of all outstanding principal plus accrued and unpaid interest including all other amounts due and payable with respect to Term Loan advances, including interest at the default rate with respect to any past due amounts.

The Revolving Line advances shall accrue interest on the outstanding principal amount at a floating per annum rate equal to the greater of the prime rate plus applicable margin, and the floor rate, which interest shall be payable monthly in arrears. The Term Loan Advances shall accrue interest on the principal amount at a floating per annum rate equal to the greater of 2.00% above the Prime Rate, and 5.25%, which interest shall be payable monthly in arrears. Interest is payable monthly in arrears and shall computed based on a three hundred sixty-day year for the actual number of days elapsed. Immediately upon the occurrence and during an event of default, outstanding obligations shall bear interest at a rate per annum which is 5.00% above the applicable rate.

The Company paid a revolving line commitment fee of $105 on December 23, 2020. Additionally, the Company shall pay an anniversary fee of $105 on the earlier of December 23, 2021 or termination of the Loan and Security Agreement. The Company is required to pay a monthly unused revolving line facility fee equal to the sum of 0.20% per year of the average unused portion of the revolving line, as determined by the lender, computed on the basis of a year.

In addition, the Loan and Security Agreement contains certain covenants applicable to the Company and its subsidiaries, including, among others: (i) access to financial statements, reports, collateral, books and records, (ii) maintain business and collateral insurance and good legal standing (iii) maintain operating accounts, the cash collateral account and excess cash with the lender subject to certain limitations and restrictions, (vi) maintain an adjusted quick ratio of at least 0.85 to 1.00 and (vii) protection of intellectual property rights. The Loan and Security Agreement includes negative covenants which prohibits the Company of disposing of any part of the business, change businesses, merge or consolidate, take on new indebtedness, pay dividends or make distributions, or make or permit any payment on any subordinated debt without the lender’s prior written consent. Subject to customary grace periods and notice requirements, the Loan and Security Agreement also contains certain customary events of default.

As of March 31, 2021 and December 31, 2020, the Company had $35,000 of availability under the Revolving Line and Term Loan, and the Company had not drawn on Revolving Line and Term Loan.

10.

LOAN AND SECURITY AGREEMENT

As of December 31, 2020, the Company had $35,000 of availability under the Revolving Line and Term Loan, and the Company had not drawn on Revolving Line and Term Loan.

WARRANTS

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

WARRANTS

11.

WARRANTS

Equity Classified

During December 2020, in connection with the Loan and Security Agreement (see Note 10), the Company issued warrants to acquire 13,432 shares of common stock at an exercise price of $11.62 per share at any given time during a period of ten years beginning on the instrument’s issuance date. The estimated fair value of these warrants was $496 at issuance, reflected as equity in the consolidated balance sheets within additional paid-in capital, with a corresponding entry to deferred issuance costs within prepaids and other current assets.

During 2016, the Company issued warrants to acquire 51,184 shares of Common Stock at an exercise price of approximately $0.82 per share at any given time during a period of ten years beginning on the instrument’s issuance date. The estimated fair value of these warrants was $23 at issuance, reflected as equity in the consolidated balance sheets within additional paid-in capital.

The warrants are classified as equity in accordance with ASC 480, Distinguishing Liabilities from Equity, as the agreements provide for the settlement of the instruments in shares of common stock. The warrants are required to be measured at fair value at inception and recorded as a component of equity in the consolidated balance sheets. The warrants have not been exercised as of March 31, 2021.

Liability Classified

During 2015, the Company issued warrants to acquire 33,774 shares of Series B Preferred Stock at an exercise price of approximately $1.80 per share at any given time during a period of ten years beginning on the instrument’s issuance date. The fair value of the warrants was $2,255 and $1,466 as of March 31, 2021 and December 31, 2020, respectively, and none have been exercised.

During 2016, the Company issued warrants to acquire 13,090 shares and 77,198 shares of Series C and D Preferred Stock, respectively, at an exercise price of $2.25 and $19.05 per share, respectively, as a sales incentive for entering into a development agreement with a current customer. The warrants vest as certain milestones within the development agreement are achieved and cost associated with the vesting of the warrants is recognized as a reduction in revenues within the condensed consolidated statements of operations and comprehensive loss as the related revenue is recognized. The cost associated with the remeasurement of the vested warrants to fair value is recognized within other (expense) income, net within the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2021, all warrants to purchase shares of Series C Preferred Stock and Series D Preferred Stock were vested. As of December 31, 2020, warrants to purchase 9,600 shares of Series C Preferred Stock and 56,612 shares of Series D Preferred Stock were vested. The estimated fair value of the vested warrants was $5,026 and $2,433 as of March 31, 2021 and December 31, 2020, respectively, and none have been exercised.

The above warrants are classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity, as the agreements provide for net cash settlement upon a change in control, which is outside the control of the Company. The warrants are required to be remeasured to fair value at each reporting period with any changes in fair value recorded within other (expense) income, net within the condensed consolidated statements of operations and comprehensive loss and the fair value reported as a liability in the condensed consolidated balance sheets.

11.

WARRANTS

Equity Classified

During 2020, in connection with the Loan and Security Agreement (see Note 10), the Company issued warrants to acquire 13,432 shares of common stock at an exercise price of $11.62 per share at any given time during a period of ten years beginning on the instrument’s issuance date. The estimated fair value of these warrants was $496 at issuance, reflected as equity in the consolidated balance sheets within additional paid-in capital, with a corresponding entry to deferred issuance costs within prepaids and other current assets.

Liability Classified

During 2015, the Company issued warrants to acquire 33,774 shares of Series B Preferred Stock at an exercise price of approximately $1.80 per share at any given time during a period of ten years beginning on the instrument’s issuance date. The fair value of the warrants was $1,466 and $515 as of December 31, 2020 and 2019, respectively, and none have been exercised.

During 2016, the Company issued warrants to acquire 13,090 shares and 77,198 shares of Series C and D Preferred Stock, respectively, at an exercise price of $2.25 and $19.05 per share, respectively, as a sales incentive for entering into a development agreement with a current customer. The warrants vest as certain milestones within the development agreement are achieved and cost associated with the vesting of the warrants is recognized as a reduction in revenues within the consolidated statements of operations and comprehensive loss as the related revenue is recognized. The cost associated with the remeasurement of the vested warrants to fair value is recognized within other (expense) income, net within the consolidated statements of operations and comprehensive loss. As of December 31, 2020, warrants to purchase 9,600 shares of Series C Preferred Stock and 56,612 shares of Series D Preferred Stock were vested. As of December 31, 2019, warrants to purchase 7,636 shares of Series C Preferred Stock and 45,032 shares of Series D Preferred Stock were vested. The estimated fair value of the vested warrants was $2,433 and $769 as of December 31, 2020 and 2019, respectively, and none have been exercised.

The above warrants are classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity, as the agreements provide for net cash settlement upon a change in control, which is outside the control of the Company. The warrants are required to be remeasured to fair value at each reporting period with any changes in fair value recorded within other (expense) income, net within the consolidated statements of operations and comprehensive loss and the fair value reported as a liability in the consolidated balance sheets.

STOCK-BASED COMPENSATION

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

STOCK-BASED COMPENSATION

13. STOCK-BASED COMPENSATION

Equity Incentive Plans

The Company has a single stock option and grant plan, the Rocket Lab 2013 Stock Option and Grant Plan (the “Plan”), with the objective of attracting and retaining available employees and directors by providing stock-based and other performance-based compensation. The plan provides for the grant of equity awards to officers, employees, directors and other key employees as well as service providers which include incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards, restricted stock units or any combination of the foregoing any of which may be performance based, as determined by the Company’s Compensation Committee.

Total stock-based compensation recorded in the condensed consolidated statements of operations and comprehensive loss during the three months ended March 31 consisted of the following:


	March 31, 2021		March 31, 2020
Cost of goods sold	$	299	$	358
Research and development		392		63
Selling, general and administrative		399		417

Total stock-based compensation expense	$	1,090	$	838

The Company was authorized to issue up to 5,481,202 shares of common stock as equity awards to participants under the Plan as of March 31, 2021. There were 755,486 shares of common stock available for grant as of March 31, 2021.

There have been no material changes in the Plan since December 31, 2020.

Options—Options issued to all optionees under the Plan vest over four years from the date of issuance (or earlier vesting start date, as determined by the board of directors) as follows: 25% on the first anniversary of date of grant and the remaining vest monthly over the remaining vesting term.

As of March 31, 2021, total estimated unrecognized stock compensation expense related to unvested options granted under the Plan was $3,428, which is expected to be recognized over the next 4 years.

Performance-based Restricted Stock Units—Performance-based restricted stock units are subject to both a time-based service vesting condition and a performance-based vesting condition, both of which must be satisfied before the restricted stock units will be deemed vested. The time-based service vesting condition is generally satisfied over a period of approximately four years as the employees provide service. The performance-based vesting condition is only satisfied upon a sale event (e.g., (i) liquidation of the Company, (ii) sale of all or substantially all of the assets of the Company, (iii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity) or the Company’s initial public offering.

As of March 31, 2021, the Company believed it is not probable that the performance condition for the performance-based restricted stock units will be satisfied as such events which would satisfy the performance condition are generally not deemed probable until the event occurs. Accordingly, the Company has not recognized any stock-based compensation expense for these awards. The total unrecognized compensation expense for performance-based restricted stock units as of March 31, 2021 is $26,233 and will be recognized upon vesting.

13. STOCK-BASED COMPENSATION

Equity Incentive Plans

Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31 consisted of the following:


	2020		2019
Cost of goods sold	$	1,400	$	1,394
Research and development		1,183		162
Selling, general and administrative		1,636		2,374

Total stock-based compensation expense	$	4,218	$	3,930

The Company was authorized to issue up to 5,481,202 shares of common stock as equity awards to participants under the Plan as of December 31, 2020. There were 858,632 shares of common stock available for grant as of December 31, 2020.

The following summarizes the stock option activity of the Plan for the years ended December 31:


	Options to Purchase Common Stock			Weighted- Average Exercise Price per Share		Weighted- Average Grant Date Fair Value per Share		Weighted- Average Remaining Contract Life (In Years)		Aggregate Intrinsic Value
Outstanding—at January 1, 2019		3,093,543		$	8.08	$	4.22		8.68	$	9,131
Granted		416,549			11.83		6.84
Exercised		(152,247	)		3.82				5.43		1,366
Forfeited		(254,051	)		9.70
Expired		(94,434	)		3.15

Outstanding—at December 31, 2019		3,009,360		$	8.83	$	4.57		7.95	$	11,941
Granted		10,000			12.80		7.11
Exercised		(305,867	)		3.23				3.21		2,565
Forfeited		(166,479	)		11.38
Expired		(108,873	)		9.55

Outstanding—at December 31, 2020		2,438,141		$	9.35	$	4.81		7.12	$	85,853

Options vested and exercisable—at December 31, 2020		1,626,906		$	8.82	$	4.44		6.83	$	57,660
Options vested and exercisable—at December 31, 2019		1,310,763			7.03	$	3.40		7.09	$	7,552

The following weighted-average assumptions were used in the Black-Sholes option-pricing model calculation for stock options granted for the years ended December 31:


	2020	2019
Fair value per share of common stock	12.80	11.84
Expected volatility	60.0%	60.0%
Risk-free interest rate	0.6%	1.9% - 2.5%
Expected life (years)	6.25	6.25
Dividend rate	None	None

As of December 31, 2020, total estimated unrecognized stock compensation expense related to unvested options granted under the Plan was $4,303, which is expected to be recognized over the next 4 years.

Performance-based Restricted Stock Units—During the years ended December 31, 2020 and 2019, the Company granted 657,239 and 761,430 performance-based restricted stock units, respectively, to certain key employees pursuant to the Plan. Performance-based restricted stock units granted in 2019 and 2020 are subject to both a time-based service vesting condition and a performance-based vesting condition, both of which must be satisfied before the restricted stock units will be deemed vested. The time-based service vesting condition is generally satisfied over a period of approximately four years as the employees provide service. The performance-based vesting condition is only satisfied upon a sale event (e.g., (i) liquidation of the Company, (ii) sale of all or substantially all of the assets of the Company, (iii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity) or the Company’s initial public offering.

As of December 31, 2020 and 2019, the Company believed it is not probable that the performance condition for the performance-based restricted stock units will be satisfied as such events which would satisfy the performance condition are generally not deemed probable until the event occurs. Accordingly, the Company did not recognize any stock-based compensation expense during the years ended December 31, 2020 and 2019, for these awards. The total unrecognized compensation expense for performance-based restricted stock units as of December 31, 2020 is $15,749 and will be recognized upon vesting.

The following summarizes the performance-based restricted stock unit activity of the Plan for the years ended December 31:


	Number of Units			Weighted- Average Grant Date Fair Value
Outstanding—at January 1, 2019		—		$	—
Granted		761,430			12.80
Forfeited		(8,813	)		12.80

Outstanding—at December 31, 2019		752,617			12.80
Granted		657,239			11.32
Forfeited		(103,938	)		12.70

Outstanding—at December 31, 2020		1,305,918		$	12.06

Units expected to vest—at December 31, 2020		—		$	—
Units expected to vest—at December 31, 2019		—		$	—

EMPLOYEE BENEFITS	3 Months Ended	12 Months Ended
EMPLOYEE BENEFITS	Mar. 31, 2021	Dec. 31, 2020
Rocket Lab USA, Inc.
EMPLOYEE BENEFITS	14. EMPLOYEE BENEFITS Defined Contribution Plans The Company’s 401(k) Savings and Retirement Plan covers any eligible employee on the active payroll of the Company. The Company’s contributions were approximately $85 and $49 during the three months ended March 31, 2021 and 2020, respectively. The Company’s contributions consist of matching contributions, and non-elective contributions on behalf of employees.	14. EMPLOYEE BENEFITS Defined Contribution Plans The Company’s 401(k) Savings and Retirement Plan covers any eligible employee on the active payroll of the Company. The Company’s contributions were approximately $277 and $98 during the years ended December 31, 2020 and 2019, respectively. The Company’s contributions consist of matching contributions, and non-elective contributions on behalf of employees.

LEASES

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

LEASES

15. LEASES

The Company has operating leases for properties, vehicles and equipment. The Company’s leases have remaining lease terms of one year to eighteen years, some of which include options to extend the lease term, and some of which include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

There have been no material changes in the Company’s lease portfolio since December 31, 2020.

15. LEASES

The Company has operating leases for properties, vehicles and equipment. The Company’s leases have remaining lease terms of one year to eighteen years, some of which include options to extend the lease term for up to one year, and some of which include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

In October 2019, the Company entered into an operating lease agreement to lease certain building premises in Long Beach, CA. The commencement date of the lease is April 1, 2020 and the expiration date is June 30, 2027. Under the terms of the agreement, the Company transferred $124 in security deposits and recognized prepaid rent of $124 upon execution. Payments under the lease will continue through the initial lease term of 87 months. Tenant allowance, net of construction management fee, initially recognized was $454. The Company has options to renew the lease for two five-year periods.

As of December 31, 2019, the Company had a finance lease for certain equipment with an option to purchase the equipment. During the year ended December 31, 2020, the Company exercised the purchase option.

Supplemental balance sheet information related to leases as of December 31, were as follows:


	Presentation	2020		2019
Liabilities
Current:
Operating lease liabilities	Other current liabilities	$	1,670	$	1,001
Finance lease liabilities	Finance lease liabilities		—		2,246

Total lease liabilities, current			1,670		3,247
Non-current:
Operating lease liabilities	Non-current lease liabilities		27,299		26,025

Total lease liabilities		$	28,969	$	29,272

The components of lease expense were as follows during the years ended December 31:


	2020		2019
Operating lease costs	$	2,552	$	2,752

Finance lease costs:
Amortization of right-of-use assets	$	583	$	50
Interest on lease liabilities		95		9

Total finance lease costs	$	678	$	59

Supplemental cash flow information related to leases is as follows for the years ended December 31:


	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,080	$	2,301
Operating cash flows from finance leases		95		9
Finance cash flows from finance leases		—		737
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	2,410	$	20,011
Finance leases		—		2,974

The weighted average remaining lease term related to operating leases was 12.1 years and 11.7 years as of December 31, 2020 and 2019, respectively. The weighted average discount rate related to operating leases was 5.5% and 5.4% as of December 31, 2020 and 2019, respectively.

The weighted average remaining lease term related to finance leases was 0.9 years as of December 31, 2019. The weighted average discount rate related to finance leases was 5% as of December 31, 2019.

The following is a schedule of the future minimum operating lease payments by year as of December 31:


	Operating Leases
2021	$	3,076
2022		3,109
2023		3,236
2024		3,143
2025		3,145
Thereafter		24,749

Total lease payments		40,458
Less imputed interest		(11,489	)

Total	$	28,969

INCOME TAXES

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

INCOME TAXES

17. INCOME TAXES

The Company recorded income tax expense of $264 and $286 for the three months ended March 31, 2021 and March 31, 2020, respectively. The annual effective tax rate was -1.69% for the three months ended March 31, 2021, compared to -2.05% for the three months ended March 31, 2020. The annual effective tax rate was lower than the federal statutory rate due primarily to a full valuation allowance in the United States and partially offset by recurring items such as foreign taxes based on local country statutory rates, the effect of stock-based compensation, and foreign withholding taxes, as well as by discrete items that may occur in any given year but are not consistent from year to year.

On March 11, 2021, the President signed the American Rescue Plan Act of 2021 into law. The new law provides extensive and varied stimulus relief meant to mitigate the impact of COVID-19. The Company will continue to evaluate the impact that the American Rescue Plan will have, if any, on its financial position and effective tax rate in 2021 and beyond.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provided numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. These and other provisions of the CARES Act are not expected to have a material impact on the Company’s income tax expense and effective tax rate.

On December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (“CAA”). The CAA includes provisions extending certain CARES Act provisions and adds coronavirus relief, tax and health extenders. The Company will continue to evaluate the impact of the CAA on its financial statements in 2021 and beyond.

The Company is not currently under examination by the IRS, foreign or state and local tax authorities. Due to the net operating loss (“NOL”) carryforwards, the Company remains subject to examination for U.S. federal and state jurisdictions for all years beginning with the year ended March 31, 2016. The Company’s foreign subsidiaries are generally subject to examination within four years from the end of the tax year during which the tax return was filed.

No significant changes in the Company’s unrecognized tax benefits are expected to occur within the next 12 months.

17. INCOME TAXES

The components of the pretax loss from domestic and foreign operations for the years ended December 31, were as follows:


	2020			2019
US loss before income taxes	$	(56,439	)	$	(34,076	)
Foreign income before income taxes		1,901			4,070

Pretax loss from operations	$	(54,538	)	$	(30,006	)

The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 is as follows:


	2020			2019
Current:
Federal	$	—		$	—
State		—			1
Foreign		1,410			956

Total		1,410			957

Deferred:
Foreign		(943	)		(603	)

Total		(943	)		(603	)

Provision for income taxes	$	467		$	354

The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income as a result of the following differences:


	2020					2019
Federal statutory rate	$	(11,453	)	21.00	%	$	(6,301	)	21.00	%
Adjustments for tax effects of:
Permanent differences and other		631		-1.16	%		42		-0.14	%
Increase in valuation allowance		11,289		-20.70	%		6,613		-22.04	%

Provision for income taxes	$	467		-0.86	%	$	354		-1.18	%

The significant components of the Company’s deferred tax assets and liabilities were as follows as of December 31:


	2020			2019
Deferred tax assets:
Accrued expenses	$	1,969		$	1,791
Inventories		353			—
Deferred revenue		5,503			2,150
Lease liability		7,426			6,462
Stock options		2,082			1,386
Warrants		519			162
Net operating losses		30,264			23,625
Tax credits		923			857
Other		4			67

Total deferred tax assets		49,043			36,500
Valuation allowance		(39,084	)		(27,794	)

Total deferred tax assets, net		9,959			8,706

Deferred tax liabilities:
Right of use asset		(6,954	)		(6,978	)
Depreciation and amortization		—			(43	)
Unrealized gain		(757	)		—

Total deferred tax liabilities		(7,711	)		(7,021	)

Net deferred tax assets	$	2,248		$	1,685

The net deferred tax assets as presented in the consolidated balance sheets consists of the following as of December 31:


	2020			2019
Deferred tax assets	$	2,398		$	1,685
Deferred tax liabilities (included in Other non-current liabilities)		(150	)		—

Net deferred tax assets	$	2,248		$	1,685

The realization of deferred tax assets may be dependent on the Company’s ability to generate sufficient income in future years in the associated jurisdiction to which the deferred tax assets relate. A valuation allowance against the net deferred tax assets has been recorded at December 31, 2020 and 2019, in the amount of $39.1 million and $27.8 million, respectively, as realization of the deferred tax assets is uncertain.

The Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Based on the review of all positive and negative evidence, including a three-year cumulative pre-tax book loss, it was concluded that a full valuation allowance should be recorded against all U.S. deferred tax assets at December 31, 2020 and 2019. In the event that the Company were to determine that it would be able to realize all or part of its U.S. deferred tax assets in the future, it would decrease the valuation allowance and recognize a corresponding tax benefit in the period in which it made such a determination.

At December 31, 2020 and 2019, the Company has unrecognized tax benefits of $800 related to net operating losses incurred in prior years, of which $632 will affect the effective tax rate if recognized when the Company no longer has a valuation allowance offsetting its deferred tax assets.

The reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31 is as follows:


	2020		2019
Balance at beginning of year	$	800	$	800
Increases (decreases) related to prior year tax positions		—		—

Balance at end of year	$	800	$	800

The Company believes it is reasonably possible it will not reduce its unrecognized tax benefits within the next year.

Due to the net operating loss (“NOL”) carryforwards, the U.S. federal and state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years beginning with the year ended March 31, 2016. Our foreign subsidiaries are generally subject to examination within four years from the end of the tax year during which the tax return was filed. The years subject to audit may be extended if the entity substantially understates corporate income tax. The Company is not currently under examination by the IRS, foreign or state and local tax authorities.

The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. As of December 31, 2020 and 2019, there were no accrued interest and penalties.

At December 31, 2020 and 2019, the Company had federal NOL carryforwards of approximately $143.7 million and $112.2 million, respectively, which is comprised of definite and indefinite NOLs. The Company had definite federal NOL carryforwards of approximately $57.1 million as of December 31, 2020 and 2019, which begin to expire in varying amounts beginning in 2034. Federal NOLs generated after 2017 of approximately $86.6 million and $55.1 million as of December 31, 2020 and 2019, respectively will carryforward indefinitely and are available to offset up to 80% of future taxable income each year. The Company also had state NOL carryforwards of approximately $10.8 million and $10.4 million as of December 31, 2020 and 2019, respectively, available to reduce future taxable income, if any. If not realized, the state NOLs will begin to expire in varying amounts beginning in 2035. Utilization of the NOL carryforwards may become subject to annual limitations due to ownership changes that could occur in the future as provided by Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state and foreign provisions. These ownership changes may limit the amount of the NOL and tax credit carryforwards that can be utilized annually to offset future taxable income. The Company has not prepared a Section 382 analysis as of December 31, 2020.

The Company does not record U.S. income taxes on the undistributed earnings of its foreign subsidiaries based upon the Company’s intention to permanently reinvest undistributed earnings to ensure sufficient working capital and further expansion of existing operations outside the United States. In the event the Company is required to repatriate funds from outside of the United States, such repatriation would be subject to local laws, customs and tax consequences.

The Jobs Act subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The Company has elected to account for GILTI in the year the tax is incurred in accordance with the FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, which states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense.

On March 27, 2020, the CARES Act was signed into law in response to the economic challenges facing US businesses. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic. Some of the more significant provisions are removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. As of December 31, 2020, the Company has not recorded any material adjustments to its income tax provision related to the provisions within the CARES Act. The Company will continue to analyze the impact that the CARES Act will have, if any, on its financial position, results of operations or cash flows.

On December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (“CAA”). The CAA includes provisions extending certain CARES Act provisions and adds coronavirus relief, tax and health extenders. The Company will continue to evaluate the impact of the CAA on its financial statements in 2021 and beyond.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

NET LOSS PER SHARE

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

NET LOSS PER SHARE

18. NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during each period. Each series of Preferred Stock is considered to be a participating security. Therefore, the Company applies the two-class method in calculating its net loss per share for periods when the Company generates net income. Net losses are not allocated to the Preferred Stockholders, as they were not contractually obligated to share in the Company’s losses.

Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method, or two-class method for participating securities, whichever is more dilutive. Potentially dilutive shares are comprised of Preferred Stock, Preferred Stock warrants, common stock warrants, restricted stock units and stock options. For the three months ended March 31, 2021 and 2020, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss and potentially dilutive shares being anti-dilutive.

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the three months ended March 31:


	March 31, 2021		March 31, 2020
*Numerator*
Net loss attributable to common shareholders-basic and diluted	$	15,882	$	14,247
*Denominator*
Weighted average common shares outstanding-basic and diluted		8,700,780		8,080,086
Net loss per share attributable to common stockholders-basic and diluted	$	1.83	$	1.76

The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the three months ended March 31, 2021 and 2020:


	March 31, 2021		March 31, 2020
Preferred stock		31,330,513		30,680,373
Preferred stock warrants		124,062		124,062
Common stock warrants		64,616		51,184
Stock options		2,323,816		2,936,083

18. NET LOSS PER SHARE

Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding for the period using the treasury-stock method or the as-converted method, or two-class method for participating securities, whichever is more dilutive. Potentially dilutive shares are comprised of Preferred Stock, Preferred Stock warrants, common stock warrants, restricted stock units and stock options. For the years ended December 31, 2020 and 2019, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss and potentially dilutive shares being anti-dilutive.

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the years ended December 31:


	2020		2019
*Numerator*
Net loss attributable to common shareholders-basic and diluted	$	55,005	$	30,360
*Denominator*
Weighted average common shares outstanding-basic and diluted		8,324,252		8,016,507
Net loss per share attributable to common stockholders-basic and diluted	$	6.61	$	3.79


	2020		2019
Preferred stock		31,330,513		30,680,373
Preferred stock warrants		124,062		124,062
Common stock warrants		64,616		51,184
Stock options		2,438,141		3,009,360

SEGMENTS

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

SEGMENTS

19. SEGMENTS

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company manages its business primarily based upon two operating segments, Launch Services and Space Systems. Each of these operating segments represents a reportable segment. Launch Services provides launch services to customer on a dedicated mission or ride share basis. Space Systems is comprised of space engineering, program management, satellite components, spacecraft manufacturing and mission operations. Although many of the Company’s contracts with customers contain elements of Space Systems and Launch Services, each reporting segment is managed separately to better align with customer’s needs and the Company’s growth plans. The Company evaluates the performance of its reportable segments based on gross profit. For contracts with customers that contain both Space Systems and Launch Services elements, revenues for each reporting segment are generally allocated based upon the overall costs incurred for each of the reporting segments in comparison to total overall costs of the contract. The following table shows information by reportable segment for the three months ended March 31:


	March 31, 2021				March 31, 2020
	Launch Services		Space Systems		Launch Services			Space Systems
Revenues	$	16,462	$	1,730	$	1,417		$	—
Cost of revenues	$	15,866	$	915	$	5,115		$	—

Gross profit (loss)	$	596	$	815	$	(3,698	)	$	—

Management does not regularly review either reporting segment’s total assets or operating expenses. This is because in general, the Company’s long-lived assets, facilities, and equipment are shared by each reporting segment.

19. SEGMENTS

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company manages its business primarily based upon two operating segments, Launch Services and Space Systems. Each of these operating segments represents a reportable segment. Launch Services provides launch services to customer on a dedicated mission or ride share basis. Space Systems is comprised of space engineering, program management, satellite components, spacecraft manufacturing and mission operations. Although many of the Company’s contracts with customers contain elements of Space Systems and Launch Services, each reporting segment is managed separately to better align with customer’s needs and the Company’s growth plans. The accounting policies of the various segments are the same as those described in Note 2. The Company evaluates the performance of its reportable segments based on gross profit. For contracts with customers that contain both Space Systems and Launch Services elements, revenues for each reporting segment are generally allocated based upon the overall costs incurred for each of the reporting segments in comparison to total overall costs of the contract. The following table shows information by reportable segment for the years ended December 31:


	2020					2019
	Launch Services			Space Systems		Launch Services			Space Systems
Revenues	$	33,085		$	2,075	$	48,399		$	—
Cost of revenues	$	45,872		$	1,105	$	49,475		$	—

Gross profit	$	(12,787	)	$	970	$	(1,076	)	$	—

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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-Publisher FASB
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+ Details

CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION

12 Months Ended

Dec. 31, 2020

Rocket Lab USA, Inc.

CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION

20. CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION

Concentration of Credit Risk and Significant Customers

The Company is subject to concentration of credit risk with respect to its cash, cash equivalents and accounts receivable. The Company maintains bank accounts in the United States and New Zealand and attempts to minimize by maintaining its cash, cash equivalents with major high credit quality financial institutions. From time to time cash balances held may exceed limits federally insured by the Federal Deposit Insurance Corporation. The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk associated with these accounts.

The services provided by Rocket Lab are to U.S. Government and commercial customers. The Company has a significant concentration of credit risk associated with its accounts receivables that is solely based on the good faith and credit of the U.S. Government. We extend differing levels of credit to commercial customers, do not require collateral deposits, and, when necessary, maintain reserves for potential credit losses based upon the expected collectability of accounts receivable. We manage credit risk related to our customers by following credit approval processes, establishing credit limits, performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.

As of December 31, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:


	2020			2019
U.S. commercial customer A		62	%		*
U.S. commercial customer B		13	%		*
International customer C		12	%		*

* Accounts receivable was less than 10%

For the years ended December 31, the Company’s customers that accounted for 10% or more of the total revenue were as follows:


	2020			2019
U.S. government customer D		21	%		12	%
International customer E		18	%		*
U.S. commercial customer F		15	%		*
U.S. commercial customer G		14	%		26	%

* Revenue was less than 10%

Geographic Information

The Company’s consolidated net revenues by geographic area based on customer billing location are as follows as of December 31:


	2020					2019
	Amount		% of total revenues			Amount		% of total revenues
United States	$	25,881		74	%	$	47,848		99	%
Japan		6,498		18	%		—		0	%
Rest of world		2,781		8	%		551		1	%

Total	$	35,160		100	%	$	48,399		100	%

Long-lived assets, which consists of property, plant and equipment, net, leased right-of-use assets, intangible assets, net and goodwill, by geographic area are as follows as of December 31:


	2020					2019
	Amount		% of Long- Lived Assets			Amount		% of Long- Lived Assets
United States	$	34,303		38	%	$	30,693		46	%
New Zealand		43,323		47	%		36,362		54	%
Canada		13,590		15	%		—		0	%

Total	$	91,216		100	%	$	67,055		100	%

SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

5 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Principals of Consolidation and Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

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. The Company 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, the Company, 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 the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

Warrant Liabilities

Warrant Liabilities

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 10) while the December 31, 2020 fair value of the warrants was based on the public trading price of the warrants.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income Taxes

Income Taxes

ASC Topic 740, Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Loss Per Ordinary Share

Net Loss Per Ordinary Share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31, 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,810
Net Earnings	$	4,810
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		32,000,000
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00
Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(23,560,263	)
Redeemable Net Earnings	$	(4,810	)
Non-Redeemable Net Loss	$	(23,565,073	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted(1)		8,000,000
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(2.95	)

As of March 31, 2021 and December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders.

Net Loss Per Ordinary Share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For the Period from July 28, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,846

Net Earnings	$	4,846
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		31,553,191
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00
Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(12,341,951	)
Redeemable Net Earnings	$	(4,846	)

Non-Redeemable Net Loss	$	(12,346,797	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted(1)		7,732,484
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(1.60	)

(1)	As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders.

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

Recently Adopted Accounting Pronouncements

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Liquidity

Liquidity

Rocket Lab USA, Inc.

Principals of Consolidation and Basis of Presentation

Principals of Consolidation and Basis of Presentation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Income Taxes

Income Taxes

Fair Value of Financial Instruments

Fair Value of Financial Instruments

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Going Concern

Going Concern

Since its inception in 2013, the Company has invested a significant amount into research and development. The Company is currently in the early stages of revenue generation.

Going Concern

Since its inception in 2013, the Company has invested a significant amount into research and development. The Company is currently in the early stages of revenue generation.

Deferred Transaction Costs

Deferred Transaction Costs

Other Significant Accounting Policies

Other Significant Accounting Policies

Restricted Cash

Restricted Cash

Accounts Receivable, Net

Accounts Receivable, Net

Inventories

Inventories

Prepaids and Other Current Assets

Prepaids and Other Current Assets

Prepaids and other current assets include goods and services tax, prepaid expenses, government grant receivables and miscellaneous receivables.

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net


Asset Category		Estimated Useful Lives
Buildings and improvements		15 to 30 years
Machinery, equipment, vehicles and office furniture		2 to 12 years
Computer equipment, hardware and software		3 to 5 years
Launch site assets		3 to 10 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life

Launch site assets include buildings, machinery and equipment at launch sites.

Business Combination

Business Combination

Intangible Assets, Net

Intangible Assets, Net

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Goodwill

Goodwill

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Fair Value of Common Stock

Fair Value of Common Stock

Such estimates of the fair value of the Company’s common stock are used in the measurement of stock-based compensation expense and common stock and preferred stock warrants.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when or as control is transferred to the customer, either over time or at a point in time.

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers.

Cost of Revenues

Cost of Revenues

Selling, General and Administrative

Selling, General and Administrative

Research and Development Costs, net

Research and Development Costs, net

Government Grants

Government Grants

Stock-Based Compensation

Stock-Based Compensation

•

Risk-free interest rate. The risk-free interest rate for periods within the expected life of the option is derived from the U.S. treasury interest rates in effect at the date of grant.

•

Estimated dividend yield. The Company uses an expected dividend yield of zero since no dividends are expected to be paid.

Segment Information

Segment Information

Foreign Currencies

Foreign Currencies

Leases

Leases

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

5 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Schedule of the restatement on each financial statement


	As Previously Reported			Adjustments			As Restated
Balance sheet as of September 29, 2020 (audited)
Warrant Liability	$	—		$	12,573,333		$	12,573,333
Ordinary Shares Subject to Possible Redemption		285,853,760			(12,573,333	)		273,280,427
Class A Ordinary Shares		141			126			267
Additional Paid-in Capital		5,017,854			(126	)		5,017,728
Shareholders’ Equity		5,000,010			0			5,000,010
Balance sheet as of September 30, 2020 (unaudited)
Warrant Liability	$	—		$	13,340,000		$	13,340,000
Ordinary Shares Subject to Possible Redemption		285,851,910			(13,340,000	)		275,511,910
Class A Ordinary Shares		141			134			275
Additional Paid-in Capital		5,019,704			766,533			5,786,237
Accumulated Deficit		(20,698	)		(766,667	)		(787,365	)
Shareholders’ Equity		5,000,010			0			5,000,010
Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	24,562,667		$	24,562,667
Ordinary Shares Subject to Possible Redemption		304,820,000			(24,562,670	)		280,257,330
Class A Ordinary Shares		152			245			397
Additional Paid-in Capital		5,351,666			11,989,092			17,340,758
Accumulated Deficit		(352,617	)		(11,989,334	)		(12,341,951	)
Shareholders’ Equity		5,000,001			3			5,000,004
Period from July 28, 2020 (inception) to September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	766,667		$	766,667
Net loss		(20,698	)		(766,667	)		(787,365	)
Basic and diluted net loss per share, Class B		(0.00	)		(0.10	)		(0.10	)
Period from July 28, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(11,989,334	)	$	(11,989,334	)
Net loss		(352,617	)		(11,989,334	)		(12,341,951	)
Basic and diluted net loss per share, Class B		(0.05	)		(1.55	)		(1.60	)

SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

5 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of basic and diluted net loss per ordinary share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31, 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,810
Net Earnings	$	4,810
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		32,000,000
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00
Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(23,560,263	)
Redeemable Net Earnings	$	(4,810	)
Non-Redeemable Net Loss	$	(23,565,073	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted(1)		8,000,000
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(2.95	)

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For the Period from July 28, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	4,846

Net Earnings	$	4,846
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		31,553,191
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00
Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(12,341,951	)
Redeemable Net Earnings	$	(4,846	)

Non-Redeemable Net Loss	$	(12,346,797	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted(1)		7,732,484
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(1.60	)

(1)	As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders.

Rocket Lab USA, Inc.

Schedule of basic and diluted net loss per ordinary share

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the three months ended March 31:


	March 31, 2021		March 31, 2020
*Numerator*
Net loss attributable to common shareholders-basic and diluted	$	15,882	$	14,247
*Denominator*
Weighted average common shares outstanding-basic and diluted		8,700,780		8,080,086
Net loss per share attributable to common stockholders-basic and diluted	$	1.83	$	1.76

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the years ended December 31:


	2020		2019
*Numerator*
Net loss attributable to common shareholders-basic and diluted	$	55,005	$	30,360
*Denominator*
Weighted average common shares outstanding-basic and diluted		8,324,252		8,016,507
Net loss per share attributable to common stockholders-basic and diluted	$	6.61	$	3.79

Schedule of estimated useful lives of property, plant and equipment

Depreciation is calculated using a diminishing value method which approximates a double-declining method over the estimated useful lives of assets which are as follows:


Asset Category		Estimated Useful Lives
Buildings and improvements		15 to 30 years
Machinery, equipment, vehicles and office furniture		2 to 12 years
Computer equipment, hardware and software		3 to 5 years
Launch site assets		3 to 10 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

5 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis


Description	Level		March 31, 2021		December 31, 2020
Assets:
Cash and marketable securities held in Trust Account		1	$	320,009,656	$	320,004,846
Liabilities:
Warrant Liability — Public Warrants		1	$	30,293,334	$	16,106,667
Warrant Liability — Private Placement Warrants		2	$	15,904,000	$	8,456,000


	Level		December 31, 2020
Assets:
Cash and marketable securities held in Trust Account		1	$	320,004,846
Liabilities:
Warrant Liability – Public Warrants		1	$	16,106,667
Warrant Liability – Private Placement Warrants		3	$	8,456,000

Summary of Key Inputs

The key inputs into the Monte Carlo simulation model were as follows at their measurement dates:


Input	September 29, 2020 (Initial Measurement)
Risk-free interest rate		0.3	%
Expected term to initial business combination (years)		0.6
Expected volatility		15.0	%
Exercise price	$	11.50
Fair value of Units	$	10.12

As of September 30, 2020, the aggregate value of the Private Placement Warrants and Public Warrants was $4.9 million and $9.3 million, respectively.


Input	September 30, 2020
Risk-free interest rate		0.3	%
Expected term to initial business combination (years)		0.6
Expected volatility		15.0	%
Exercise price	$	11.50
Fair value of Units	$	10.14

Summary of Warrant Liabilities Measured at Fair Value

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public		Warrant Liabilities
January 1, 2021	$	8,456,000	$	16,106,667	$	24,562,667
Change in valuation inputs or other assumptions		7,448,000		14,186,667		21,634,667

Fair value as of March 31, 2021		15,904,000		30,293,334		46,197,334

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Level		Public		Level		Warrant Liabilities
Fair value as of July 28, 2020 (inception)	$	—			$	—			$	—
Initial measurement on September 29, 2020		4,373,333		3		8,200,000		3		12,573,333
Change in valuation inputs or other assumptions		266,667				500,00				766,667
Fair value as of September 30, 2020		4,640,000		3		8,700,000		3		13,340,000
Change in valuation inputs or other assumptions		3,816,000				7,406,667				11,222,667

Fair value as of December 31, 2020	$	8,456,000		3	$	16,106,667		1	$	24,562,667

Rocket Lab USA, Inc.

Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of March 31, the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:


	March 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	27,840	$	—	$	—	$	27,840

Total	$	27,840	$	—	$	—	$	27,840

Liabilities:
Other non-current liabilities:
Warrants-preferred stock (Note 11)	$	—	$	—	$	7,281	$	7,281

Total	$	—	$	—	$	7,281	$	7,281


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	49,869	$	—	$	—	$	49,869

Total	$	49,869	$	—	$	—	$	49,869

Liabilities:
Other non-current liabilities:
Warrants-preferred stock (Note 11)	$	—	$	—	$	3,899	$	3,899

Total	$	—	$	—	$	3,899	$	3,899

As of December 31, the following financial assets and liabilities are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as follows:


	2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	49,869	$	—	$	—	$	49,869

Total	$	49,869	$	—	$	—	$	49,869

Liabilities:
Other non-current liabilties:
Warrants-preferred stock (Note 11)	$	—	$	—	$	3,899	$	3,899

Total	$	—	$	—	$	3,899	$	3,899


	2019
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	93,314	$	—	$	—	$	93,314

Total	$	93,314	$	—	$	—	$	93,314

Liabilities:
Other non-current liabilties:
Warrants-preferred stock (Note 11)	$	—	$	—	$	1,284	$	1,284

Total	$	—	$	—	$	1,284	$	1,284

Summary of Warrant Liabilities Measured at Fair Value

The change in the warrant liabilities measured at fair value using level three unobservable inputs is as follows for the three months ended March 31, 2021:


Balance, at December 31, 2020	$	3,899
Cost of warrants vesting during the period		352
Change in fair value included in earnings		3,030

Balance, at March 31, 2021	$	7,281

The change in the warrant liabilities measured at fair value using level three unobservable inputs is as follows for the years ended December 31, 2020 and 2019:


Balance, at January 1, 2019	$	1,197
Change in fair value included in earnings		87

Balance, at December 31, 2019	$	1,284
Cost of warrants vesting during the year		198
Change in fair value included in earnings		2,417

Balance, at December 31, 2020	$	3,899

REVENUES (Tables) - Rocket Lab USA, Inc.

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Reconciliation of Disaggregation of Revenue

The following tables provide information about disaggregated revenue and a reconciliation of the disaggregated revenue during the three months ended March 31:


	March 31, 2021
	Launch Services		Space Systems		Total
Revenues by recognition model
Point-in-time	$	15,625	$	1,410	$	17,035
Over-time		837		320		1,157

Total revenue by recognition model	$	16,462	$	1,730	$	18,192


	March 31, 2020
	Launch Services		Space Systems		Total
Revenues by recognition model
Point-in-time	$	325	$	—	$	325
Over-time		1,092		—		1,092

Total revenue by recognition model	$	1,417	$	—	$	1,417

uncertainty of revenue and cash flows are affected by economic factors. The following tables provide information about disaggregated revenue and a reconciliation of the disaggregated revenue during the years ended December 31:


	2020
	Launch Services		Space Systems		Total
Revenues by recognition model
Point-in-time	$	31,993	$	1,910	$	33,903
Over-time		1,092		165		1,257

Total revenue by recognition model	$	33,085	$	2,075	$	35,160


	2019
	Launch Services		Space Systems		Total
Revenues by recognition model
Point-in-time	$	26,361	$	—	$	26,361
Over-time		22,038		—		22,038

Total revenue by recognition model	$	48,399	$	—	$	48,399

The following table presents the balances related to enforceable contracts as of March 31, 2021 and December 31, 2020:


	March 31, 2021			December 31, 2020
Contract balances
Accounts receivable	$	2,119		$	2,730
Contract assets		2,514			2,045
Contract liabilities		(16,187	)		(26,132	)

The following table presents the balances related to enforceable contracts as of December 31:


	2020			2019
Contract balances
Accounts receivable	$	2,730		$	1,185
Contract assets		2,045			7,064
Contract liabilities		(26,132	)		(10,211	)

Changes in Contract Liabilities

Changes in contract liabilities were as follows:


Contract liabilities, at December 31, 2020	$	26,132
Customer advances received		1,924
Recognition of unearned revenue		(11,869	)

Contract liabilities, at March 31, 2021	$	16,187

Changes in contract liabilities were as follows:


	2020			2019
Contract liabilities, beginning of year	$	10,211		$	11,590
Customer advances received		24,694			8,672
Recognition of unearned revenue		(8,773	)		(10,051	)

Contract liabilities, end of year	$	26,132		$	10,211

BUSINESS COMBINATION (Tables) - Rocket Lab USA, Inc.

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Estimates Fair Value of Assets Acquired and Liabilities Assumed

The following table presents estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:


Description	Amount
Cash and cash equivalents	$	132
Accounts receivable		1,024
Inventories		718
Prepaids and other current assets		16
Property and equipment		380
Intangible assets, net		10,250
Right-of-use assets		94
Trade payables		(143	)
Other current liabilities		(2,494	)
Lease liabilities		(94	)
Non-current deferred tax liabilities		(438	)

Identifiable net assets acquired		9,445
Goodwill		2,895

Total purchase price	$	12,340

The following table presents estimates of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition:


Description	Amount
Cash and cash equivalents	$	132
Accounts receivable		1,024
Inventories		718
Prepaids and other current assets		16
Property and equipment		380
Intangible assets, net		10,250
Right-of-use assets		94
Trade payables		(143	)
Other current liabilities		(2,494	)
Lease liabilities		(94	)
Non-current deferred tax liabilities		(438	)

Identifiable net assets acquired		9,445
Goodwill		2,895

Total purchase price	$	12,340

Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets

The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands):


Type	Estimated Life in Years		Fair Value
Developed technology		7	$	9,200
In-process technology		N/A		100
Customer relationships		3		600
Backlog		0.7		50
Trademark and tradenames		3		100
Non-compete agreement		4		200

Total identifiable intangible assets acquired			$	10,250

The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands):


Type	Estimated Life in Years		Fair Value
Developed technology		7	$	9,200
In-process technology		N/A		100
Customer relationships		3		600
Backlog		0.7		50
Trademark and tradenames		3		100
Non-compete agreement		4		200

Total identifiable intangible assets acquired			$	10,250

Unaudited Pro forma Net Revenues


	2020		2019
Net revenues	$	35,611	$	56,045

INVENTORIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

Schedule of Inventory

Inventories as of March 31, 2021 and December 31, 2020 consisted of the following:


	March 31, 2021		December 31, 2020
Raw materials	$	13,020	$	14,023
Work in process		12,822		12,112

Total inventories—net	$	25,842	$	26,135

Inventories as of December 31 consisted of the following:


	2020		2019
Raw materials	$	14,023	$	8,523
Work in process		12,112		5,635

Total inventories—net	$	26,135	$	14,157

PREPAIDS AND OTHER CURRENT ASSETS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

Schedule of Prepaids and Other Current Assets

Prepaids and other current assets as of March 31, 2021 and December 31, 2020 consisted of the following:


	March 31, 2021		December 31, 2020
Prepaid expenses	$	2,322	$	2,628
Government grant receivables		—		5,870
Other current assets		5,803		914

Total prepaids and other current assets	$	8,124	$	9,412

Prepaids and other current assets as of December 31 consisted of the following:


	2020		2019
Prepaid expenses	$	2,628	$	833
Government grant receivables		5,870		3,475
Other current assets		914		2,038

Total prepaids and other current assets	$	9,412	$	6,346

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

Schedule of Property Plant and Equipment, Net

Property, plant and equipment, net, as of March 31, 2021 and December 31, 2020 consisted of the following:


	March 31, 2021			December 31, 2020
Buildings and improvements	$	21,706		$	20,330
Machinery, equipment, vehicles and office furniture		24,227			23,755
Computer equipment, hardware and software		4,273			3,836
Launch site assets		8,697			7,582
Construction in process		8,563			10,177

Property, plant and equipment, gross		67,466			65,680
Less accumulated depreciation and amortization		(17,349	)		(15,848	)

Property, plant and equipment, net	$	50,117		$	49,832

Depreciation expense recorded in the condensed consolidated statements of operations and comprehensive loss during the three months ended March 31 consisted of the following:


	March 31, 2021		March 31, 2020
Cost of revenues	$	1,361	$	580
Research and development, net		96		36
Selling, general and administrative		300		439

Total depreciation expense	$	1,757	$	1,055

Property, plant and equipment, net, as of December 31 consisted of the following:


	2020			2019
Buildings and improvements	$	20,330		$	7,129
Machinery, equipment, vehicles and office furniture		23,755			20,427
Computer equipment, hardware and software		3,836			2,588
Launch site assets		7,582			3,365
Construction in process		10,177			11,732

Property, plant and equipment, gross		65,680			45,241
Less accumulated depreciation and amortization		(15,848	)		(9,048	)

Property, plant and equipment, net	$	49,832		$	36,193

Depreciation expense recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31 consisted of the following:


	2020		2019
Cost of revenues	$	4,527	$	3,310
Research and development, net		416		190
Selling, general and administrative		1,591		577

Total depreciation expense	$	6,534	$	4,077

GOODWILL AND INTANGIBLE ASSETS, NET (Tables) - Rocket Lab USA, Inc.

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of Changes in the Carrying Amount of Goodwill

The following table presents the changes in the carrying amount of goodwill for the Space Systems reportable segment for the three months ended March 31, 2021:


Balance at December 31, 2020	$	3,133
Foreign currency translation adjustment		95

Balance at March 31, 2021	$	3,228

The following table presents the changes in the carrying amount of goodwill by reportable segment for the years ended December 31:


	Launch Services		Space Systems		Total
Balance at December 31, 2019	$	—	$	—	$	—
Acquisitions		—		2,895		2,895
Foreign currency translation adjustment		—		238		238

Balance at December 31, 2020	$	—	$	3,133	$	3,133

Components of Intangible Assets

The components of intangible assets consisted of the following as of March 31, 2021:


	March 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-Lived Intangible Assets
Developed technology	$	10,258	$	(1,355	)	$	8,903
Capitalized software		3,704		(2,496	)		1,208
Customer relationships		669		(206	)		463
Non-compete agreement		223		(52	)		171
Capitalized intellectual property		198		(63	)		135
Trademarks and tradenames		151		(39	)		112
Indefinite-Lived Intangible Assets
In-process research and development		111		—			111

Total	$	15,314	$	(4,211	)	$	11,103

The components of intangible assets consisted of the following as of December 31:


	2020
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-Lived Intangible Assets
Developed technology	$	10,090	$	(973	)	$	9,117
Capitalized software		3,541		(2,379	)		1,162
Customer relationships		658		(148	)		510
Non-compete agreement		219		(37	)		182
Capitalized intellectual property		199		(51	)		148
Trademarks and tradenames		149		(29	)		120
Backlog		55		(55	)		—
Indefinite-Lived Intangible Assets
In-process research and development		110		—			110

Total	$	15,021	$	(3,672	)	$	11,349


	2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-Lived Intangible Assets
Capitalized software	$	2,259	$	(1,118	)	$	1,141
Capitalized intellectual property		329		(141	)		188

Total	$	2,588	$	(1,259	)	$	1,329

Schedule of Estimated Future Amortization Expense Related to Finite Intangible Assets

The following table outlines the estimated future amortization expense related to finite intangible assets held as of March 31, 2021:


2021 (for the remaining period)	$	1,849
2022		2,159
2023		1,783
2024		1,609
2025		1,507
Thereafter		2,085

Total	$	10,992

The following table outlines the estimated future amortization expense related to finite intangible assets held as of December 31:


2021	$	2,353
2022		2,040
2023		1,717
2024		1,533
2025		1,484
Thereafter		2,112

Total	$	11,239

SHAREHOLDERS' EQUITY (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

Schedule of Temporory Equity

The dividend rate and issue price of Preferred Stock, par value of $0.0001, as of March 31, 2021 were as follows:


Preferred Stock	Dividend Rate		Issue Price
Series A	$	0.05	$	0.80
Series B	$	0.11	$	1.80
Series C	$	0.20	$	3.37
Series D	$	1.71	$	28.57
Series E	$	1.89	$	31.53
Series E-1	$	1.89	$	31.53

The number of authorized, issued and outstanding preferred stock, par value of $0.0001, as of December 31, 2020 was as follows:


Preferred Stock	Dividend Rate		Issue Price
Series A	$	0.05	$	0.80
Series B	$	0.11	$	1.80
Series C	$	0.20	$	3.37
Series D	$	1.71	$	28.57
Series E	$	1.89	$	31.53
Series E-1	$	1.89	$	31.53

STOCK-BASED COMPENSATION (Tables) - Rocket Lab USA, Inc.

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of Stock-based Compensation Recorded in Consolidated Statements of Operations and Comprehensive Loss

Total stock-based compensation recorded in the condensed consolidated statements of operations and comprehensive loss during the three months ended March 31 consisted of the following:


	March 31, 2021		March 31, 2020
Cost of goods sold	$	299	$	358
Research and development		392		63
Selling, general and administrative		399		417

Total stock-based compensation expense	$	1,090	$	838

Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss during the years ended December 31 consisted of the following:


	2020		2019
Cost of goods sold	$	1,400	$	1,394
Research and development		1,183		162
Selling, general and administrative		1,636		2,374

Total stock-based compensation expense	$	4,218	$	3,930

Summary of Stock Option Activity

The following summarizes the stock option activity of the Plan for the years ended December 31:


	Options to Purchase Common Stock			Weighted- Average Exercise Price per Share		Weighted- Average Grant Date Fair Value per Share		Weighted- Average Remaining Contract Life (In Years)		Aggregate Intrinsic Value
Outstanding—at January 1, 2019		3,093,543		$	8.08	$	4.22		8.68	$	9,131
Granted		416,549			11.83		6.84
Exercised		(152,247	)		3.82				5.43		1,366
Forfeited		(254,051	)		9.70
Expired		(94,434	)		3.15

Outstanding—at December 31, 2019		3,009,360		$	8.83	$	4.57		7.95	$	11,941
Granted		10,000			12.80		7.11
Exercised		(305,867	)		3.23				3.21		2,565
Forfeited		(166,479	)		11.38
Expired		(108,873	)		9.55

Outstanding—at December 31, 2020		2,438,141		$	9.35	$	4.81		7.12	$	85,853

Options vested and exercisable—at December 31, 2020		1,626,906		$	8.82	$	4.44		6.83	$	57,660
Options vested and exercisable—at December 31, 2019		1,310,763			7.03	$	3.40		7.09	$	7,552

Summary of Weighted-average Assumptions

The following weighted-average assumptions were used in the Black-Sholes option-pricing model calculation for stock options granted for the years ended December 31:


	2020	2019
Fair value per share of common stock	12.80	11.84
Expected volatility	60.0%	60.0%
Risk-free interest rate	0.6%	1.9% - 2.5%
Expected life (years)	6.25	6.25
Dividend rate	None	None

Summary of Performance-based Restricted Stock Unit Activity

The following summarizes the performance-based restricted stock unit activity of the Plan for the years ended December 31:


	Number of Units			Weighted- Average Grant Date Fair Value
Outstanding—at January 1, 2019		—		$	—
Granted		761,430			12.80
Forfeited		(8,813	)		12.80

Outstanding—at December 31, 2019		752,617			12.80
Granted		657,239			11.32
Forfeited		(103,938	)		12.70

Outstanding—at December 31, 2020		1,305,918		$	12.06

Units expected to vest—at December 31, 2020		—		$	—
Units expected to vest—at December 31, 2019		—		$	—

NET LOSS PER SHARE (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

Summary of Equity Shares Excluded From Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders


	March 31, 2021		March 31, 2020
Preferred stock		31,330,513		30,680,373
Preferred stock warrants		124,062		124,062
Common stock warrants		64,616		51,184
Stock options		2,323,816		2,936,083


	2020		2019
Preferred stock		31,330,513		30,680,373
Preferred stock warrants		124,062		124,062
Common stock warrants		64,616		51,184
Stock options		2,438,141		3,009,360

SEGMENTS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Rocket Lab USA, Inc.

Summary of Information by Reportable Segment

The following table shows information by reportable segment for the three months ended March 31:


	March 31, 2021				March 31, 2020
	Launch Services		Space Systems		Launch Services			Space Systems
Revenues	$	16,462	$	1,730	$	1,417		$	—
Cost of revenues	$	15,866	$	915	$	5,115		$	—

Gross profit (loss)	$	596	$	815	$	(3,698	)	$	—

The following table shows information by reportable segment for the years ended December 31:


	2020					2019
	Launch Services			Space Systems		Launch Services			Space Systems
Revenues	$	33,085		$	2,075	$	48,399		$	—
Cost of revenues	$	45,872		$	1,105	$	49,475		$	—

Gross profit	$	(12,787	)	$	970	$	(1,076	)	$	—

LEASES (Tables) - Rocket Lab USA, Inc.

12 Months Ended

Dec. 31, 2020

Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases as of December 31, were as follows:


	Presentation	2020		2019
Liabilities
Current:
Operating lease liabilities	Other current liabilities	$	1,670	$	1,001
Finance lease liabilities	Finance lease liabilities		—		2,246

Total lease liabilities, current			1,670		3,247
Non-current:
Operating lease liabilities	Non-current lease liabilities		27,299		26,025

Total lease liabilities		$	28,969	$	29,272

Components of Lease Expense

The components of lease expense were as follows during the years ended December 31:


	2020		2019
Operating lease costs	$	2,552	$	2,752

Finance lease costs:
Amortization of right-of-use assets	$	583	$	50
Interest on lease liabilities		95		9

Total finance lease costs	$	678	$	59

Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases is as follows for the years ended December 31:


	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,080	$	2,301
Operating cash flows from finance leases		95		9
Finance cash flows from finance leases		—		737
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	2,410	$	20,011
Finance leases		—		2,974

Schedule of Future Minimum Operating Lease Payments

The following is a schedule of the future minimum operating lease payments by year as of December 31:


	Operating Leases
2021	$	3,076
2022		3,109
2023		3,236
2024		3,143
2025		3,145
Thereafter		24,749

Total lease payments		40,458
Less imputed interest		(11,489	)

Total	$	28,969

INCOME TAXES (Tables) - Rocket Lab USA, Inc.

12 Months Ended

Dec. 31, 2020

Schedule of Pretax Loss From Domestic and Foreign Operations

The components of the pretax loss from domestic and foreign operations for the years ended December 31, were as follows:


	2020			2019
US loss before income taxes	$	(56,439	)	$	(34,076	)
Foreign income before income taxes		1,901			4,070

Pretax loss from operations	$	(54,538	)	$	(30,006	)

Schedule of Provision (Benefit) for Income Taxes

The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 is as follows:


	2020			2019
Current:
Federal	$	—		$	—
State		—			1
Foreign		1,410			956

Total		1,410			957

Deferred:
Foreign		(943	)		(603	)

Total		(943	)		(603	)

Provision for income taxes	$	467		$	354

Schedule of Differences Between Federal Statutory Income Tax Rate and Provision for Income Taxes


	2020					2019
Federal statutory rate	$	(11,453	)	21.00	%	$	(6,301	)	21.00	%
Adjustments for tax effects of:
Permanent differences and other		631		-1.16	%		42		-0.14	%
Increase in valuation allowance		11,289		-20.70	%		6,613		-22.04	%

Provision for income taxes	$	467		-0.86	%	$	354		-1.18	%

Schedule of Deferred Tax Assets and Liabilities

The significant components of the Company’s deferred tax assets and liabilities were as follows as of December 31:


	2020			2019
Deferred tax assets:
Accrued expenses	$	1,969		$	1,791
Inventories		353			—
Deferred revenue		5,503			2,150
Lease liability		7,426			6,462
Stock options		2,082			1,386
Warrants		519			162
Net operating losses		30,264			23,625
Tax credits		923			857
Other		4			67

Total deferred tax assets		49,043			36,500
Valuation allowance		(39,084	)		(27,794	)

Total deferred tax assets, net		9,959			8,706

Deferred tax liabilities:
Right of use asset		(6,954	)		(6,978	)
Depreciation and amortization		—			(43	)
Unrealized gain		(757	)		—

Total deferred tax liabilities		(7,711	)		(7,021	)

Net deferred tax assets	$	2,248		$	1,685

Schedule of Net Deferred Tax Assets

The net deferred tax assets as presented in the consolidated balance sheets consists of the following as of December 31:


	2020			2019
Deferred tax assets	$	2,398		$	1,685
Deferred tax liabilities (included in Other non-current liabilities)		(150	)		—

Net deferred tax assets	$	2,248		$	1,685

Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits

The reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31 is as follows:


	2020		2019
Balance at beginning of year	$	800	$	800
Increases (decreases) related to prior year tax positions		—		—

Balance at end of year	$	800	$	800

CONCENTRATION OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION (Tables) - Rocket Lab USA, Inc.

12 Months Ended

Dec. 31, 2020

Percentage of Concentration of Risk, by Risk Factor

As of December 31, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:


	2020			2019
U.S. commercial customer A		62	%		*
U.S. commercial customer B		13	%		*
International customer C		12	%		*

* Accounts receivable was less than 10%

For the years ended December 31, the Company’s customers that accounted for 10% or more of the total revenue were as follows:


	2020			2019
U.S. government customer D		21	%		12	%
International customer E		18	%		*
U.S. commercial customer F		15	%		*
U.S. commercial customer G		14	%		26	%

* Revenue was less than 10%

Summary of Consolidated Net Revenues by Geographic Area

The Company’s consolidated net revenues by geographic area based on customer billing location are as follows as of December 31:


	2020					2019
	Amount		% of total revenues			Amount		% of total revenues
United States	$	25,881		74	%	$	47,848		99	%
Japan		6,498		18	%		—		0	%
Rest of world		2,781		8	%		551		1	%

Total	$	35,160		100	%	$	48,399		100	%

Summary of Long-lived Assets by Geographical Area

Long-lived assets, which consists of property, plant and equipment, net, leased right-of-use assets, intangible assets, net and goodwill, by geographic area are as follows as of December 31:


	2020					2019
	Amount		% of Long- Lived Assets			Amount		% of Long- Lived Assets
United States	$	34,303		38	%	$	30,693		46	%
New Zealand		43,323		47	%		36,362		54	%
Canada		13,590		15	%		—		0	%

Total	$	91,216		100	%	$	67,055		100	%

Description of Organization and Business Operations (Detail) - USD ($)			3 Months Ended	5 Months Ended
	Oct. 20, 2020	Sep. 29, 2020	Mar. 31, 2021	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Per share price (in Dollars per share)	$ 10.00		$ 11.50	$ 11.50
Warrants per share price (in Dollars per share)		$ 0.82
Transaction costs			$ 18,252,382	$ 18,252,382
Underwriting fees			6,400,000	6,400,000
Deferred underwriting fees			11,200,000	11,200,000
Other offering costs			$ 652,382	$ 652,382
Net proceeds of initial public offering and certain of private placement	$ 320,000,000
Fair market value in the trust account, percentage			80.00%	80.00%
Percentage of outstanding voting securities			50.00%	50.00%
Bussiness combination, per share price (in Dollars per share)			$ 10.00	$ 10.00
Net tangible assets			$ 5,000,001	$ 5,000,001
Aggregate of public shares, percentage			15.00%	15.00%
Redemption of public shares, percentage			100.00%	100.00%
Dissolution expense			$ 100,000	$ 100,000
Description of public shares			In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.	In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of units (in Shares)		30,000,000	30,000,000	30,000,000
Per share price (in Dollars per share)		$ 10.00	$ 10.00	$ 10.00
Generating gross proceeds		$ 300,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of units (in Shares)	2,000,000
Per share price (in Dollars per share)	$ 10.00
Generating gross proceeds	$ 20,400,000		$ 8,000,000	$ 8,000,000
Sale of warrants, shares (in Shares)			5,333,333	5,333,333
Warrants per share price (in Dollars per share)	$ 1.50		$ 1.50	$ 1.50
Additional purchase of warrants, shares (in Shares)	266,667
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redemption of public shares, percentage			100.00%	100.00%

Restatement Of Previously Issued Financial Statements - Additional Information (Detail)	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Outstanding shares percentage	50.00%

Restatement of Previously Issued Financial Statements - Schedule Of The Restatement On Each Financial Statement (Detail) - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended
	Sep. 30, 2020	Mar. 31, 2021	Dec. 31, 2020	Sep. 29, 2020
Condensed Financial Statements, Captions [Line Items]
Warrant Liability		$ 46,197,334	$ 24,562,667
Additional paid-in capital		40,900,782	17,340,758
Accumulated deficit		(35,902,214)	(12,341,951)
Total shareholders' Equity (deficit)		5,000,001	5,000,004
Change in fair value of warrant liability		21,634,667	11,989,334
Net loss		$ (23,560,263)	(12,341,951)
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Ordinary Shares Subject to Possible Redemption	$ 285,851,910		304,820,000	$ 285,853,760
Class A Ordinary Shares	141		152	141
Additional paid-in capital	5,019,704		5,351,666	5,017,854
Accumulated deficit	(20,698)		(352,617)
Total shareholders' Equity (deficit)	5,000,010		5,000,001	5,000,010
Net loss	$ (20,698)		$ (352,617)
Basic and diluted net loss per share, Class B	$ 0.00		$ (0.05)
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 13,340,000		$ 24,562,667	12,573,333
Ordinary Shares Subject to Possible Redemption	(13,340,000)		(24,562,670)	(12,573,333)
Class A Ordinary Shares	134		245	126
Additional paid-in capital	766,533		11,989,092	(126)
Accumulated deficit	(766,667)		(11,989,334)
Total shareholders' Equity (deficit)	0		3	0
Change in fair value of warrant liability	766,667		(11,989,334)
Net loss	$ (766,667)		$ (11,989,334)
Basic and diluted net loss per share, Class B	$ (0.10)		$ (1.55)
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Warrant Liability	$ 13,340,000		$ 24,562,667	12,573,333
Ordinary Shares Subject to Possible Redemption	275,511,910		280,257,330	273,280,427
Class A Ordinary Shares	275		397	267
Additional paid-in capital	5,786,237		17,340,758	5,017,728
Accumulated deficit	(787,365)		(12,341,951)
Total shareholders' Equity (deficit)	5,000,010		5,000,004	$ 5,000,010
Change in fair value of warrant liability	766,667		(11,989,334)
Net loss	$ (787,365)		$ (12,341,951)
Basic and diluted net loss per share, Class B	$ (0.10)		$ (1.60)

Significant Accounting Policies (Detail)	3 Months Ended		5 Months Ended	12 Months Ended
Significant Accounting Policies (Detail)	Mar. 31, 2021 USD ($) Segment shares	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2020 USD ($) Segment	Dec. 31, 2019 USD ($)	Jul. 27, 2020 USD ($)
Summary of Significant Accounting Policies Details [Line Items]
Federal depository insurance coverage	$ 250,000		$ 250,000
Accumulated deficit	(35,902,214)		(12,341,951)	$ (12,341,951)
Net loss	(23,560,263)		(12,341,951)
Net cash used in operating activities	(440,450)		(506,715)
Cash and cash equivalents	425,453		$ 865,903	865,903		$ 0
Class A ordinary shares [Member]
Summary of Significant Accounting Policies Details [Line Items]
Warrants to purchase \| shares			16,266,667
Rocket Lab USA, Inc.
Summary of Significant Accounting Policies Details [Line Items]
Accumulated deficit	(203,573,000)		$ (187,691,000)	(187,691,000)	$ (132,686,000)
Net loss	(15,882,000)	$ (14,247,000)		(55,005,000)	(30,360,000)
Net cash used in operating activities	(15,479,000)	$ (7,705,000)		(27,757,000)	(25,324,000)
Cash and cash equivalents	34,228,000		52,792,000	52,792,000	95,878,000
Capitalized transaction costs	1,511,000
Deferred capitalized transaction costs	1,511,000
Restricted cash			1,141,000	1,141,000	1,816,000
Impairments for long-lived assets				0	0
Impairment of goodwill				0
Goodwill	$ 3,228,000		$ 3,133,000	$ 3,133,000	$ 0
Expected dividend yield				0.00%	0.00%
Number of operating segments \| Segment	2			2
Rocket Lab USA, Inc. \| Research and development, net
Summary of Significant Accounting Policies Details [Line Items]
Grant proceeds				$ 3,695,000	$ 3,296,000
Rocket Lab USA, Inc. \| Class A ordinary shares [Member]
Summary of Significant Accounting Policies Details [Line Items]
Warrants to purchase \| shares	16,266,667
Rocket Lab USA, Inc. \| Minimum [Member]
Summary of Significant Accounting Policies Details [Line Items]
Finite-lived intangible asset useful life				1 year
Rocket Lab USA, Inc. \| Maximum [Member]
Summary of Significant Accounting Policies Details [Line Items]
Finite-lived intangible asset useful life				20 years
Percentage of research and development costs grant reimburse				20.00%

Summary of Significant Accounting Policies - Schedule of basic and diluted net loss per ordinary share (Detail) - USD ($)	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$ 4,810	$ 4,846
Net Earnings	4,810	4,846
Numerator: Net Loss minus Redeemable Net Earnings
Net loss	(23,560,263)	(12,341,951)
Redeemable Net Earnings	(4,810)	(4,846)
Non-Redeemable Net Loss	$ (23,565,073)	$ (12,346,797)
Class A redeemable ordinary shares [Member]
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Basic and Diluted (in Shares)	32,000,000	31,553,191
Class A ordinary shares [Member]
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Earnings/Loss Basic and Diluted (in Dollars per share)	$ 0.00	$ 0.00
Class B non-redeemable ordinary shares [Member]
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Basic and Diluted (in Shares)	8,000,000	7,732,484
Class B ordinary shares [Member]
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Earnings/Loss Basic and Diluted (in Dollars per share)	$ (2.95)	$ (1.60)

Initial Public Offering - Additional Information (Detail) - $ / shares			3 Months Ended	5 Months Ended
	Oct. 20, 2020	Sep. 29, 2020	Mar. 31, 2021	Dec. 31, 2020
Initial Public Offering Details [Line Items]
Sale of stock price per unit	$ 10.00		$ 11.50	$ 11.50
Public warrant description			Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant ("Public Warrant"). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).	Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant ("Public Warrant"). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 9).
Initial Public Offering [Member]
Initial Public Offering Details [Line Items]
Sale of units (in Shares)		30,000,000	30,000,000	30,000,000
Sale of stock price per unit		$ 10.00	$ 10.00	$ 10.00
Over-Allotment Option [Member]
Initial Public Offering Details [Line Items]
Sale of units (in Shares)	2,000,000
Sale of stock price per unit	$ 10.00

Private Placement - Additional Information (Detail) - USD ($)		3 Months Ended	5 Months Ended
	Oct. 20, 2020	Mar. 31, 2021	Dec. 31, 2020	Sep. 29, 2020
Private Placement [Line Items]
Purchase price	$ 10.00	$ 11.50	$ 11.50
Aggregate purchase price, amount			$ 8,400,000
Warrants per share price				$ 0.82
Public warrant description		Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant ("Public Warrant"). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).	Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant ("Public Warrant"). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 9).
Private Placement [Member]
Private Placement [Line Items]
Aggregate purchase price, shares (in Shares)	2,000,000
Purchase price	$ 10.00
Warrants per share price	$ 1.50	$ 1.50	$ 1.50
Additional number of warrants sold, shares	266,667
Private Placement [Member] \| Sponsor [Member]
Private Placement [Line Items]
Aggregate purchase price, shares (in Shares)		5,333,333	5,333,333
Purchase price		$ 1.50	$ 1.50
Aggregate purchase price, amount	$ 400,000	$ 8,000,000	$ 8,000,000
Warrants per share price	$ 1.50
Additional number of warrants sold, shares	266,667
Public warrant description	Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9).

Related Party Transactions - Additional Information (Detail) - USD ($)				1 Months Ended			3 Months Ended	5 Months Ended
	Oct. 20, 2020	May 18, 2020	Sep. 14, 2018	Sep. 24, 2020	Jul. 30, 2020	Mar. 31, 2019	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transactions (Details) [Line Items]
Aggregate shares					1,125,000
Conversation of founder shares percentage					20.00%
Forfeited founder shares	625,000
Outstanding amount of founder Shares	8,000,000
Office space administrative				$ 10,000			$ 30,000
Price per share	$ 10.00						$ 11.50	$ 11.50
Gross proceeds							$ 467,000,000
Unsecured Debt [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount					$ 300,000
Outstanding amount of promissory note								$ 300,000
Accrued Expenses [Member]
Related Party Transactions (Details) [Line Items]
Servicing fees incurred							$ 62,000	$ 32,000
Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description							The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.	The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.
Class B ordinary shares [Member]
Related Party Transactions (Details) [Line Items]
Sale of Stock, number of shares issued in transaction					8,625,000
Founder Share [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid					$ 25,000
Aggregate shares	500,000
Business combination, description							The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.	The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Rocket Lab USA, Inc.
Related Party Transactions (Details) [Line Items]
Related party transaction, due from (to) related party							$ 0	$ 0	$ 0
Rocket Lab USA, Inc. \| Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Price per share						$ 23.6487
Sale of aggregate, shares						625,564
Gross proceeds						$ 14,300,000
Stock repurchased during period, shares						422,857
Stock repurchased during period, value						$ 10,000,000
Rocket Lab USA, Inc. \| Series E preferred stock
Related Party Transactions (Details) [Line Items]
Issuance of redeemable preferred stock, share			4,368,313
Price per share			$ 31.5316
Issuance of redeemable preferred stock, value			$ 137,739,000
Rocket Lab USA, Inc. \| Series E 1 preferred stock
Related Party Transactions (Details) [Line Items]
Issuance of redeemable preferred stock, share		650,140
Price per share		$ 31.5316
Issuance of redeemable preferred stock, value		$ 20,500,000
Rocket Lab USA, Inc. \| Minimum [Member]
Related Party Transactions (Details) [Line Items]
Beneficial ownership percentage							5.00%	5.00%
Rocket Lab USA, Inc. \| Affiliated Entity [Member] \| Series E preferred stock
Related Party Transactions (Details) [Line Items]
Issuance of redeemable preferred stock, share			334,267
Issuance of redeemable preferred stock, value			$ 10,539,000
Rocket Lab USA, Inc. \| Affiliated Entity [Member] \| Series E 1 preferred stock
Related Party Transactions (Details) [Line Items]
Issuance of redeemable preferred stock, share		142,713
Issuance of redeemable preferred stock, value		$ 4,499,000
Rocket Lab USA, Inc. \| As Previously Reported [Member] \| Series E 1 preferred stock
Related Party Transactions (Details) [Line Items]
Issuance of redeemable preferred stock, value		$ 20,499,000

Commitments and Contingencies - Additional Information (Detail) - USD ($)	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	May 23, 2016
Loss Contingencies [Line Items]
Underwriting discount, per unit	$ 0.35	$ 0.35
Underwriters aggregate amount	$ 11,200,000	$ 11,200,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Aggregate purchase price	$ 40,000,000
Business combination description	In addition to the above consideration, if the closing price of New Rocket Lab Common Stock is equal to or greater than $20.00 for a period of at least 20 days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, the Rocket Lab stockholders will be entitled to receive additional shares of New Rocket Lab Common Stock equal to 8% of the Aggregate Share Consideration (as defined below) (computed without the deduction for the Management Redemption Shares). For purposes of the Merger Agreement, the “Exchange Ratio” equals the quotient obtained by dividing (i) the Aggregate Share Consideration by (ii) the aggregate number of shares of Rocket Lab Common Stock outstanding immediately prior to the Charter Amendment on a fully diluted basis (other than the Management Redemption Shares). The “Aggregate Share Consideration” means the quotient obtained by dividing (i) an amount equal to $4,000,000,000 minus the Management Redemption Amount by (ii) (x) an amount equal to $10.00 plus (y) an amount equal to (a) the interest earned on funds held in the Company’s trust account divided by (b) the number of Class A ordinary shares outstanding immediately prior to the Closing.
Aggregate shares (in Shares)	46,700,000
Purchase price per share	$ 10.00
Gross proceeds (in Dollars)	$ 467,000,000
Class B ordinary shares [Member]
Loss Contingencies [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001
Aggregate purchase price		$ 63
Class A ordinary shares [Member]
Loss Contingencies [Line Items]
Common stock, par value	0.0001	$ 0.0001
Rocket Lab Common Stock [Member]
Loss Contingencies [Line Items]
Common stock, par value	0.0001
Rocket Lab USA, Inc.
Loss Contingencies [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Provision for contract loss	$ 5,109,000	$ 5,109,000
Rocket Lab USA, Inc. \| Satellite Launch Service Agreements [Member]
Loss Contingencies [Line Items]
Contingent contract price				$ 3,000,000

Shareholders' Equity - Additional Information (Detail) - $ / shares	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Shareholders Equity [Line Items]
Preference shares, shares authorized	1,000,000	1,000,000
Preference stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Class A ordinary shares [Member]
Shareholders Equity [Line Items]
Common stock, share authorized	450,000,000	450,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares, issued	6,330,293	3,974,267
Common stock shares, outstanding	6,330,293	3,974,267
Common stock shares subject to possible redemption	25,669,707	28,025,733
Class B ordinary shares [Member]
Shareholders Equity [Line Items]
Common stock, share authorized	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares, issued	8,000,000	8,000,000
Common stock shares, outstanding	8,000,000	8,000,000
Percentage of Class B ordinary shares	20.00%	20.00%

Derivative Warrant Liabilities (Detail) - $ / shares	3 Months Ended		5 Months Ended
Derivative Warrant Liabilities (Detail) - $ / shares	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Oct. 20, 2020	Sep. 29, 2020
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Redemption warrants price					$ 0.82
Business combination, description	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.		In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Private Placement [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Redemption warrants price	$ 1.50		$ 1.50	$ 1.50
Class A ordinary shares [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Redemption warrants price	18.00		$ 18.00
Warrants for redemption description		•in whole and not in part;•at a price of $0.01 per warrant;•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.	•in whole and not in part;•at a price of $0.01 per warrant;•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
Class A ordinary shares [Member] \| Private Placement [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Redemption warrants price	$ 10.00		$ 10.00
Warrants for redemption description	• in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.		• in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

Fair Value Measurements - Additional Information (Detail) - USD ($)			3 Months Ended	5 Months Ended
	Sep. 30, 2020	Sep. 29, 2020	Dec. 31, 2020	Dec. 31, 2020	Mar. 31, 2021	Oct. 20, 2020
Fair Value Measurements [Line Items]
Assets held in the Trust Account			$ 320,004,846	$ 320,004,846	$ 320,009,656
Warrants per share (in Dollars per share)		$ 0.82
Initial measurement			$ 16,106,667
Private Placement [Member]
Fair Value Measurements [Line Items]
Warrants per share (in Dollars per share)			$ 1.50	$ 1.50	$ 1.50	$ 1.50
Aggregate values	$ 4,900,000	$ 4,400,000		$ 8,500,000
Warrant [Member]
Fair Value Measurements [Line Items]
Aggregate values	$ 9,300,000	$ 8,200,000		$ 16,100,000

Fair Value Measurements - Schedule of initial measurement (Detail) - $ / shares	Sep. 30, 2020	Sep. 29, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Risk-free interest rate	0.30%	0.30%
Expected term to initial business combination (years)	7 months 6 days	7 months 6 days
Expected volatility	15.00%	15.00%
Exercise price	$ 11.50	$ 11.50
Fair value of Units	$ 10.14	$ 10.12

Fair Value Measurements - Schedule of changes in the fair value of warrant liabilities (Detail) - USD ($)	2 Months Ended	3 Months Ended		12 Months Ended
	Sep. 30, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Rocket Lab USA, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance		$ 3,899,000		$ 1,284,000	$ 1,197,000
Cost of warrants vesting during the period		352,000		198,000
Change in fair value included in earnings		3,030,000		2,417,000	87,000
Ending Balance		7,281,000	$ 3,899,000	3,899,000	$ 1,284,000
Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance		8,456,000	4,640,000
Initial measurement	4,373,333
Change in fair value included in earnings	266,667	7,448,000	3,816,000
Ending Balance	4,640,000	15,904,000	8,456,000	8,456,000
Initial Public Offering [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance		16,106,667	8,700,000
Initial measurement	8,200,000
Change in fair value included in earnings	50,000	14,186,667	7,406,667
Ending Balance	8,700,000	30,293,334	16,106,667	16,106,667
Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance		24,562,667	13,340,000
Initial measurement	12,573,333
Change in fair value included in earnings	766,667	21,634,667	11,222,667
Ending Balance	$ 13,340,000	$ 46,197,334	$ 24,562,667	$ 24,562,667

Subsequent Events - Additional Information (Detail) - USD ($)				3 Months Ended	12 Months Ended
	Jun. 10, 2021	Mar. 01, 2021	Dec. 23, 2020	Mar. 31, 2021	Dec. 31, 2020	May 13, 2021	Dec. 31, 2019
Class A ordinary shares [Member]
Subsequent Event [Line Items]
Ordinary shares, par value				$ 0.0001	$ 0.0001
Class B ordinary shares [Member]
Subsequent Event [Line Items]
Ordinary shares, par value				0.0001	0.0001
Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate share consideration percentage		8.00%
Shares issued (in Shares)		46,700,000
Purchase price per share		$ 10.00
Aggregate gross proceeds (in Dollars)		$ 467,000,000
Subsequent Event [Member] \| Over-Allotment Option [Member]
Subsequent Event [Line Items]
Founder Sharess (in Shares)		20.00
Subsequent Event [Member] \| Delaware Vector Common Stock [Member]
Subsequent Event [Line Items]
Ordinary shares, par value		$ 0.0001
Subsequent Event [Member] \| Class A ordinary shares [Member]
Subsequent Event [Line Items]
Ordinary shares, par value		0.0001
Subsequent Event [Member] \| Class B ordinary shares [Member]
Subsequent Event [Line Items]
Ordinary shares, par value		$ 0.0001
Rocket Lab USA, Inc.
Subsequent Event [Line Items]
Ordinary shares, par value				$ 0.0001	$ 0.0001		$ 0.0001
Term loan facility			$ 35,000,000
Loan agreement maturity date				Dec. 23, 2022	Dec. 23, 2022
Term loan facility, initial facility charge			$ 105,000
Rocket Lab USA, Inc. \| Term Loan Facility [Member]
Subsequent Event [Line Items]
Repayment of term loan advance				$ 15,000,000
Rocket Lab USA, Inc. \| Subsequent Event [Member] \| Term Loan Facility [Member]
Subsequent Event [Line Items]
Term loan facility	$ 100,000,000
Loan agreement maturity date	Jun. 01, 2024
Description of outstanding principal of term loan facility	The outstanding principal bears (i) cash interest at the greater of (a) 8.15% or (b) 8.15% plus the prime rate minus 3.25% and (ii) payment-in-kind interest of 1.25% which is accrued and added to the outstanding principal balance.
Term loan facility, initial facility charge	$ 1,000,000
Term loan facility, end of term charge upon repayment of the loan	$ 3,250,000
Term loan advance						$ 15,000,000

Fair Value Measurement - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Warrant [Member]
Liabilities:
Warrants-preferred stock (Note 11)	$ 46,197,334	$ 24,562,667	$ 13,340,000
Private Placement [Member]
Liabilities:
Warrants-preferred stock (Note 11)	15,904,000	8,456,000	$ 4,640,000
Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	320,009,656	320,004,846
Level 1 [Member] \| Warrant [Member]
Liabilities:
Warrant Liability	30,293,334	16,106,667
Level 3 [Member] \| Private Placement [Member]
Liabilities:
Warrant Liability	15,904,000	8,456,000
Rocket Lab USA, Inc.
Liabilities:
Warrants-preferred stock (Note 11)	7,281,000	3,899,000		$ 1,284,000	$ 1,197,000
Rocket Lab USA, Inc. \| Fair Value, Recurring [Member]
Cash equivalents:
Money market accounts	27,840,000	49,869,000		93,314,000
Total	27,840,000	49,869,000		93,314,000
Liabilities:
Warrants-preferred stock (Note 11)	7,281,000	3,899,000		1,284,000
Total	7,281,000	3,899,000		1,284,000
Rocket Lab USA, Inc. \| Fair Value, Recurring [Member] \| Level 1 [Member]
Cash equivalents:
Money market accounts	27,840,000	49,869,000		93,314,000
Total	27,840,000	49,869,000		93,314,000
Rocket Lab USA, Inc. \| Fair Value, Recurring [Member] \| Level 3 [Member]
Liabilities:
Warrants-preferred stock (Note 11)	7,281,000	3,899,000		1,284,000
Total	$ 7,281,000	$ 3,899,000		$ 1,284,000

Revenue - Reconciliation of Disaggregation of Revenue (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenue by recognition model	$ 18,192	$ 1,417	$ 35,160	$ 48,399
Launch Services [Member]
Disaggregation of Revenue [Line Items]
Total revenue by recognition model	16,462	1,417	33,085	48,399
Space Systems [Member]
Disaggregation of Revenue [Line Items]
Total revenue by recognition model	1,730		2,075
Point-in-time
Disaggregation of Revenue [Line Items]
Total revenue by recognition model	17,035	325	33,903	26,361
Point-in-time \| Launch Services [Member]
Disaggregation of Revenue [Line Items]
Total revenue by recognition model	15,625	325	31,993	26,361
Point-in-time \| Space Systems [Member]
Disaggregation of Revenue [Line Items]
Total revenue by recognition model	1,410		1,910
Over time
Disaggregation of Revenue [Line Items]
Total revenue by recognition model	1,157	1,092	1,257	22,038
Over time \| Launch Services [Member]
Disaggregation of Revenue [Line Items]
Total revenue by recognition model	837	$ 1,092	1,092	$ 22,038
Over time \| Space Systems [Member]
Disaggregation of Revenue [Line Items]
Total revenue by recognition model	$ 320		$ 165

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Balances Related to Enforceable Contracts (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Contract balances
Accounts receivable	$ 2,119	$ 2,730	$ 1,185
Contract assets	2,514	2,045	7,064
Contract liabilities	$ (16,187)	$ (26,132)	$ (10,211)	$ (11,590)

Revenue - Changes in Contract Liabilities (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Contract liabilities, beginning of year	$ 26,132	$ 10,211	$ 11,590
Customer advances received	1,924	24,694	8,672
Recognition of unearned revenue	(11,869)	(8,773)	(10,051)
Contract liabilities, end of year	$ 16,187	$ 26,132	$ 10,211

Revenue - Additional Information (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Remaining unsatisfied performance obligations	$ 75,992	$ 82,039
Revenue recognized description	Approximately 47% is expected to be recognized within 12 months, with the remaining 53% to be recognized beyond 12 months.	Approximately 83% is expected to be recognized within 12 months, with the remaining 17% to be recognized beyond 12 months.

Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Apr. 28, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Percentage of outstanding capital stock and voting interest acquired		50.00%		50.00%
Rocket Lab USA, Inc.
Business Acquisition [Line Items]
Goodwill		$ 3,228		$ 3,133	$ 0
Stock-based compensation expense related to shares issued in conjunction with the acquisition		1,090	$ 838	4,218	$ 3,930
Rocket Lab USA, Inc. \| Sinclair Interplanetary [Member]
Business Acquisition [Line Items]
Percentage of outstanding capital stock and voting interest acquired	100.00%
Cash consideration transferred	$ 12,340
Goodwill	$ 2,895
Common stock shares issued to seller upon closing of acquisition	272,727
Contingent earnout shares to be issued	211,416
Business acquisition contingent earnout period	2 years
Stock-based compensation expense related to shares issued in conjunction with the acquisition		$ 1,285		934
Revenue related to acquisition				2,075
Net loss related to acquisition				$ (936)
Acquisition and integration related costs	$ 1,026
Rocket Lab USA, Inc. \| Sinclair Interplanetary [Member] \| First one year period based on revenue and gross margin [Member] \| Minimum [Member]
Business Acquisition [Line Items]
Contingent earnout shares to be issued	0
Rocket Lab USA, Inc. \| Sinclair Interplanetary [Member] \| First one year period based on revenue and gross margin [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Contingent earnout shares to be issued	105,708
Rocket Lab USA, Inc. \| Sinclair Interplanetary [Member] \| Second one year period based on revenue and gross margin [Member] \| Minimum [Member]
Business Acquisition [Line Items]
Contingent earnout shares to be issued	0
Rocket Lab USA, Inc. \| Sinclair Interplanetary [Member] \| Second one year period based on revenue and gross margin [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Contingent earnout shares to be issued	105,708

Business Combinations - Estimates Fair Value of Assets Acquired and Liabilities Assumed (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Apr. 28, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 3,228	$ 3,133		$ 0
Sinclair Interplanetary [Member]
Business Acquisition [Line Items]
Cash and cash equivalents			$ 132
Accounts receivable			1,024
Inventories			718
Prepaids and other current assets			16
Property and equipment			380
Intangible assets, net			10,250
Right-of-use assets			94
Trade payables			(143)
Other current liabilities			(2,494)
Lease liabilities			(94)
Non-current deferred tax liabilities			(438)
Identifiable net assets acquired			9,445
Goodwill			2,895
Total purchase price			$ 12,340

Inventories - Schedule of Inventory (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Line Items]
Raw materials	$ 13,020	$ 14,023	$ 8,523
Work in process	12,822	12,112	5,635
Total inventories-net	$ 25,842	$ 26,135	$ 14,157

Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Detail) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Prepaid expenses	$ 352,250	$ 366,647
Rocket Lab USA, Inc.
Prepaid expenses	2,322,000	2,628,000	$ 833,000
Government grant receivables		5,870,000	3,475,000
Other current assets	5,803,000	914,000	2,038,000
Total prepaids and other current assets	$ 8,124,000	$ 9,412,000	$ 6,346,000

Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 67,466	$ 65,680	$ 45,241
Less accumulated depreciation and amortization	(17,349)	(15,848)	(9,048)
Property, plant and equipment, net	50,117	49,832	36,193
Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	21,706	20,330	7,129
Machinery, Equipment, Vehicles And Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	24,227	23,755	20,427
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,273	3,836	2,588
Launch Site Assets [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	8,697	7,582	3,365
Construction In Process [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 8,563	$ 10,177	$ 11,732

Property, Plant and Equipment, Net - Schedule of Depreciation Expense (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total depreciation expense	$ 1,757	$ 1,055	$ 6,534	$ 4,077
Cost of revenues
Property, Plant and Equipment [Line Items]
Total depreciation expense	1,361	580	4,527	3,310
Research and development, net
Property, Plant and Equipment [Line Items]
Total depreciation expense	96	36	416	190
Selling, general and administrative
Property, Plant and Equipment [Line Items]
Total depreciation expense	$ 300	$ 439	$ 1,591	$ 577

Goodwill and Intangible Assets, Net - Schedule of Changes in the Carrying Amount of Goodwill (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Balance at December 31, 2019	$ 3,133	$ 0
Acquisitions		2,895
Foreign currency translation adjustment		238
Balance at December 31, 2020	3,228	3,133
Launch Services [Member]
Goodwill [Line Items]
Balance at December 31, 2019	0	0
Acquisitions		0
Foreign currency translation adjustment		0
Balance at December 31, 2020		0
Space Systems [Member]
Goodwill [Line Items]
Balance at December 31, 2019	3,133	0
Acquisitions		2,895
Foreign currency translation adjustment	95	238
Balance at December 31, 2020	$ 3,228	$ 3,133

Goodwill and Intangible Assets, Net - Components of Intangible Assets (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Intangible Assets [Line Items]
Gross Carrying Amount	$ 15,314	$ 15,021	$ 2,588
Accumulated Amortization	(4,211)	(3,672)	(1,259)
Net Carrying Amount	11,103	11,349	1,329
In Process Research and Development [Member]
Disclosure Of Intangible Assets [Line Items]
Gross Carrying Amount	111	110
Net Carrying Amount	111	110
Developed Technology [Member]
Disclosure Of Intangible Assets [Line Items]
Gross Carrying Amount	10,258	10,090
Accumulated Amortization	(1,355)	(973)
Net Carrying Amount	8,903	9,117
Capitalized Software [Member]
Disclosure Of Intangible Assets [Line Items]
Gross Carrying Amount	3,704	3,541	2,259
Accumulated Amortization	(2,496)	(2,379)	(1,118)
Net Carrying Amount	1,208	1,162	1,141
Customer Related [Member]
Disclosure Of Intangible Assets [Line Items]
Gross Carrying Amount	669	658
Accumulated Amortization	(206)	(148)
Net Carrying Amount	463	510
Noncompete [Member]
Disclosure Of Intangible Assets [Line Items]
Gross Carrying Amount	223	219
Accumulated Amortization	(52)	(37)
Net Carrying Amount	171	182
Capitalized Intellectual Property [Member]
Disclosure Of Intangible Assets [Line Items]
Gross Carrying Amount	198	199	329
Accumulated Amortization	(63)	(51)	(141)
Net Carrying Amount	135	148	$ 188
Trademark and Trade names [Member]
Disclosure Of Intangible Assets [Line Items]
Gross Carrying Amount	151	149
Accumulated Amortization	(39)	(29)
Net Carrying Amount	$ 112	120
Backlog [Member]
Disclosure Of Intangible Assets [Line Items]
Gross Carrying Amount		55
Accumulated Amortization		$ (55)

Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Rocket Lab USA, Inc.
Goodwill And Intangible Assets [Line Items]
Intangible asset amortization expense	$ 640	$ 225	$ 2,222	$ 746

Goodwill and Intangible Assets, Net - Schedule of Estimated Future Amortization Expense Related to Finite Intangible Assets (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
2021 (for the remaining period)	$ 1,849
2021	2,159	$ 2,353
2022	1,783	2,040
2023	1,609	1,717
2024	1,507	1,533
Thereafter	2,085
2025		1,484
Thereafter		2,112
Total	$ 10,992	$ 11,239

Loan and Security Agreement - Additional Information (Detail) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Dec. 23, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) Installment	Dec. 31, 2020 USD ($) Installment	Sep. 29, 2020 $ / shares	Dec. 31, 2016 $ / shares shares
Shares Issued And Outstanding [Line Items]
Warrants exercise price \| $ / shares				$ 0.82
Rocket Lab USA, Inc.
Shares Issued And Outstanding [Line Items]
Loan and security agreement, maximum amount	$ 35,000
Loan agreement maturity date		Dec. 23, 2022	Dec. 23, 2022
Revolving line commitment fee	$ 105
Unused revolving line facility fee, percentage	0.20%
Minimum adjusted quick ratio		0.85	0.85
Available line of credit		$ 35,000	$ 35,000
Rocket Lab USA, Inc. \| Revolving Credit Facility [Member]
Shares Issued And Outstanding [Line Items]
Interest rate at event of default		5.00%	5.00%
Rocket Lab USA, Inc. \| Revolving Credit Facility [Member] \| Minimum [Member]
Shares Issued And Outstanding [Line Items]
Floating interest rate above prime rate		2.00%	2.00%
Rocket Lab USA, Inc. \| Revolving Credit Facility [Member] \| Maximum [Member]
Shares Issued And Outstanding [Line Items]
Floating interest rate above prime rate		5.25%	5.25%
Rocket Lab USA, Inc. \| Term Loans [Member]
Shares Issued And Outstanding [Line Items]
Loan agreement description		The Company can request an advance from the Term Loan from December 23, 2020 through September 30, 2021 in an aggregate principal amount not to exceed the lesser of (i) $15,000, or (ii) measured at the time of each advance request, the difference of $35,000 less the aggregate outstanding amount of advances received under the revolving line. The aggregate outstanding principal amount of the Term Loan advances shall not exceed $15,000.	The Company can request an advance from the Term Loan from December 23, 2020 through September 30, 2021 in an aggregate principal amount not to exceed the lesser of (i) $15,000, or (ii) measured at the time of each advance request, the difference of $35,000 less the aggregate outstanding amount of advances received under the revolving line. The aggregate outstanding principal amount of the Term Loan advances shall not exceed $15,000.
Number of equal installments \| Installment		36	36
Amount of minimum increment to repay term loan		$ 1,000	$ 1,000
Rocket Lab USA, Inc. \| Common Stock [Member]
Shares Issued And Outstanding [Line Items]
Warrants issued \| shares	13,432				51,184
Warrants exercise price \| $ / shares	$ 11.62				$ 0.82

Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2016	Dec. 23, 2020	Sep. 29, 2020	Dec. 31, 2015
Class of Warrant or Right [Line Items]
Warrants exercise price						$ 0.82
Rocket Lab USA, Inc.
Class of Warrant or Right [Line Items]
Estimated fair value of warrants		$ 496
Fair value of warrants	$ 5,026	2,433	$ 769
Rocket Lab USA, Inc. \| Series B Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Warrants issued							33,774
Warrants exercise price							$ 1.80
Warrants term							10 years
Fair value of warrants	2,255	$ 1,466	$ 515
Rocket Lab USA, Inc. \| Series C Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Warrants issued				13,090
Warrants exercise price				$ 2.25
Warrants to purchase vested		9,600	7,636
Rocket Lab USA, Inc. \| Series D Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Warrants issued				77,198
Warrants exercise price				$ 19.05
Warrants to purchase vested		56,612	45,032
Rocket Lab USA, Inc. \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Warrants issued				51,184	13,432
Warrants exercise price				$ 0.82	$ 11.62
Warrants term				10 years	10 years
Estimated fair value of warrants				$ 23
Rocket Lab USA, Inc. \| Additional Paid-in Capital
Class of Warrant or Right [Line Items]
Estimated fair value of warrants	$ 496	$ 496

Capitalization - Additional Information (Detail) - USD ($)		3 Months Ended	12 Months Ended
	May 18, 2020	Mar. 31, 2021	Dec. 31, 2020	Oct. 20, 2020	Mar. 31, 2019
Schedule of Capitalization, Equity [Line Items]
Price per share		$ 11.50	$ 11.50	$ 10.00
Rocket Lab USA, Inc. \| Common Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Common stock, voting rights		The holder of each share of common stock has the right to one vote for each share and is entitled to notice of any stockholders' meeting and to vote upon certain events.	The holder of each share of common stock has the right to one vote for each share and is entitled to notice of any stockholders' meeting and to vote upon certain events.
Price per share					$ 23.6487
Rocket Lab USA, Inc. \| Redeemable Convertible Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Temporary equity, par value		$ 0.0001	$ 0.0001
Rocket Lab USA, Inc. \| Redeemable Convertible Preferred Stock [Member] \| Minimum [Member]
Schedule of Capitalization, Equity [Line Items]
Price per share		$ 31.53	$ 31.53
Rocket Lab USA, Inc. \| Redeemable Convertible Preferred Stock [Member] \| Maximum [Member]
Schedule of Capitalization, Equity [Line Items]
Gross proceeds		$ 100,000	$ 100,000
Rocket Lab USA, Inc. \| Series E-1 Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Temporary Equity, Shares Issued	650,140
Proceeds from convertible preferred stock	$ 20,500,000

Capitalization - Schedule of Temporary equity (Detail) - Rocket Lab USA, Inc. - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Preferred Class A [Member]
Schedule of Capitalization, Equity [Line Items]
Dividend Rate	$ 0.05	$ 0.05
Issue Price	0.80	0.80
Series B Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Dividend Rate	0.11	0.11
Issue Price	1.80	1.80
Series C Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Dividend Rate	0.20	0.20
Issue Price	3.37	3.37
Series D Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Dividend Rate	1.71	1.71
Issue Price	28.57	28.57
Series E preferred stock
Schedule of Capitalization, Equity [Line Items]
Dividend Rate	1.89	1.89
Issue Price	31.53	31.53
Series E-1 Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Dividend Rate	1.89	1.89
Issue Price	$ 31.53	$ 31.53

Stock-based Compensation - Schedule of Stock-based Compensation Recorded in Consolidated Statements of Operations and Comprehensive Loss (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,090	$ 838	$ 4,218	$ 3,930
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	299	358	1,400	1,394
Research and development, net
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	392	63	1,183	162
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 399	$ 417	$ 1,636	$ 2,374

Stock-based Compensation - Additional Information (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized to issue under equity award plan	5,481,202	5,481,202
Shares available for grant	755,486	858,632
Options vesting period	4 years	4 years
Options vesting on first anniversary of date of grant, percentage	25.00%	25.00%
Unrecognized stock compensation expense	$ 3,428	$ 4,303
Options granted expected recognition period	4 years	4 years
Performance-based Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted expected to be recognized period	4 years	4 years
Unrecognized compensation expense	$ 26,233	$ 15,749
Shares granted to employees		657,239	761,430

Employee Benefits - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Rocket Lab USA, Inc.
Defined Contribution Plan Disclosure [Line Items]
Employee benefit plan, contributions by employer	$ 85	$ 49	$ 277	$ 98

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

Leases - Additional Information (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2019	Dec. 31, 2020	Mar. 31, 2021	Dec. 31, 2019
Operating Leased Assets [Line Items]
Weighted average remaining lease term related to operating leases		12 years 1 month 6 days		11 years 8 months 12 days
Weighted average discount rate related to operating leases		5.50%		5.40%
Weighted average remaining lease term related to finance leases				10 months 25 days
Weighted average discount rate related to finance leases				5.00%
Properties,Vehicles and Equipment [Member]
Operating Leased Assets [Line Items]
Lessee, Operating Lease, Option to Extend		One year
Properties,Vehicles and Equipment [Member] \| Minimum [Member]
Operating Leased Assets [Line Items]
Lessee, Operating Lease, Remaining Lease Term		1 year	1 year
Properties,Vehicles and Equipment [Member] \| Maximum [Member]
Operating Leased Assets [Line Items]
Lessee, Operating Lease, Remaining Lease Term		18 years	18 years
Premises [Member]
Operating Leased Assets [Line Items]
Operating lease, commencement date	Apr. 01, 2020
Operating lease, expiration date	Jun. 30, 2027
Initial lease term	87 months
Tenant allowance, net of construction management fee	$ 454
Options to renew lease	Two five-year periods
Premises [Member] \| Prepaid Rent [Member]
Operating Leased Assets [Line Items]
Security deposits	$ 124

Income Taxes- Additional Information (Detail) - Rocket Lab USA, Inc. - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income tax expense	$ 264,000	$ 286,000	$ 467,000	$ 354,000
Annual effective tax rate	(1.69%)	(2.05%)	(0.86%)	(1.18%)
Valuation allowance against net deferred tax assets			$ 39,084,000	$ 27,794,000
Unrecognized tax benefits			800,000	800,000	$ 800,000
Unrecognized tax benefits affecting effective tax rate			632,000
Accrued Interest and penalties			0	0
Federal [Member]
Operating loss carryforwards			$ 57,100,000	57,100,000
Operating loss carryforwards expiration date			Dec. 31, 2034
State and Local Jurisdiction [Member]
Operating loss carryforwards			$ 10,800,000	10,400,000
Operating loss carryforwards expiration date			Dec. 31, 2035
Definite and Indefinite NOL [Member] \| Federal [Member]
Operating loss carryforwards			$ 143,700,000	112,200,000
Indefinite Carryforward [Member] \| Federal [Member]
Operating loss carryforwards			$ 86,600,000	$ 55,100,000
Operating loss carryforwards, description			Carryforward indefinitely and are available to offset up to 80% of future taxable income each year.

Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, shares in Thousands	3 Months Ended		5 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share Basic And Diluted [Line Items]
Net loss attributable to common shareholders-basic and diluted	$ 23,560,263		$ 12,341,951
Rocket Lab USA, Inc.
Earnings Per Share Basic And Diluted [Line Items]
Net loss attributable to common shareholders-basic and diluted	$ 15,882,000	$ 14,247,000		$ 55,005,000	$ 30,360,000
Denominator
Weighted average common shares outstanding-basic and diluted	8,701	8,080		8,324	8,017
Net loss per share attributable to common stockholders-basic and diluted	$ 1.83	$ 1.76		$ 6.61	$ 3.79

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Net Loss Per Share - Summary of Equity Shares Excluded From Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - Rocket Lab USA, Inc. - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Preferred Stock [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation of Earnings Per Share, Amount	31,330,513	30,680,373	31,330,513	30,680,373
Preferred Stock Warrants [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation of Earnings Per Share, Amount	124,062	124,062	124,062	124,062
Common Stock Warrants [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation of Earnings Per Share, Amount	64,616	51,184	64,616	51,184
Stock Options [Member]
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation of Earnings Per Share, Amount	2,323,816	2,936,083	2,438,141	3,009,360

Segments - Additional Information (Detail) - Segment	3 Months Ended	12 Months Ended
Segments - Additional Information (Detail) - Segment	Mar. 31, 2021	Dec. 31, 2020
Rocket Lab USA, Inc.
Segment Reporting Information [Line Items]
Number of operating segments	2	2

Segments - Summary of Information by Reportable Segment (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Sales Information [Line Items]
Cost of revenues	$ 16,781	$ 5,115	$ 46,977	$ 49,475
Gross profit	1,411	(3,698)	(11,817)	(1,076)
Launch Services [Member]
Sales Information [Line Items]
Revenues	16,462	1,417	33,085	48,399
Cost of revenues	15,866	5,115	45,872	49,475
Gross profit	596	$ (3,698)	(12,787)	$ (1,076)
Space Systems [Member]
Sales Information [Line Items]
Revenues	1,730		2,075
Cost of revenues	915		1,105
Gross profit	$ 815		$ 970

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Description of Business - Additional Information (Detail) - USD ($)	3 Months Ended		5 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accrued expenses	$ 1,475,559		$ 217,395
Rocket Lab USA, Inc.
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Trade payables	638,000	$ 804,000		$ (1,603,000)	$ 2,989,000
Accrued expenses	$ 552,000	$ (945,000)		$ 4,104,000	394,000
Rocket Lab USA, Inc. \| Revision of Prior Period, Error Correction, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Prior period adjustment description				Subsequent to the issuance of our consolidated financial statements for the years ending December 31, 2020 and 2019, we concluded that $5 million of cash payments made during 2020 for capital expenditures that were accrued during 2019 were incorrectly presented in the Consolidated Statement of Cash Flows. During 2019, $5 million of accrued capital expenditures were presented as an investing cash outflow, and when these payments were made during 2020, these payments were not presented as an investing cash outflow. Further, $1.3 million of cash payments made during 2019 for capital expenditures that were accrued during 2018 were incorrectly presented in the Consolidated Statement of Cash Flows and not presented as an investing cash outflow during 2019, resulting in a net effect of $5 million in 2020 and $3.7 million in 2019. The accompanying Consolidated Statement of Cash Flows for the year ended December 31, 2020 and December 31, 2019 have been revised from amounts previously reported to present the payment of accrued capital expenditures in the proper periods in the Consolidated Statement of Cash Flows. We assessed the significance of the misstatements and concluded that they were not material to any periods presented. As a result of these corrections, the Consolidated Statement of Cash Flows for 2019 reflects a decrease in purchases of property, equipment, and software of $3.7 million reported within cash used in investing activities and an increase in cash used in operating activities due to adjustments made to the change in trade payables of $2.3 million and the change in accrued expenses of $1.4 million. During 2020, the Consolidated Statement of Cash Flows reflects an increase in purchases of property, equipment, and software reported within cash used in investing activities of $5 million and a decrease in cash used in operating activities due to adjustments made to the change in trade payables of $3.7 million and the change in accrued expenses of $1.3 million.
Purchases of property, equipment and software				$ 5,000,000	(3,700,000)
Trade payables				(3,700,000)	2,300,000
Accrued expenses				$ (1,300,000)	$ 1,400,000

Significant Accounting Policies - Schedule of Estimated Useful Lives of Property, Plant and Equipment (Detail) - Rocket Lab USA, Inc.	12 Months Ended
	Dec. 31, 2020
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	Shorter of remaining lease term or estimated useful life
Minimum [Member] \| Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	15 years
Minimum [Member] \| Machinery, Equipment, Vehicles And Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Minimum [Member] \| Computer Equipment, Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum [Member] \| Launch Site Assets [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Maximum [Member] \| Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	30 years
Maximum [Member] \| Machinery, Equipment, Vehicles And Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	12 years
Maximum [Member] \| Computer Equipment, Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Maximum [Member] \| Launch Site Assets [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years

Business Combinations - Summary of Identifiable Intangible Assets Acquired and Related Expected Lives for the Finite-Lived Intangible Assets (Detail) - Sinclair Interplanetary [Member] - Rocket Lab USA, Inc. - USD ($) $ in Thousands		12 Months Ended
	Apr. 28, 2020	Dec. 31, 2020
Business Acquisition [Line Items]
Total identifiable intangible assets acquired		$ 10,250
Developed Technology Rights [Member]
Business Acquisition [Line Items]
Estimated Life in Years	7 years
Total identifiable intangible assets acquired		9,200
In-process Technology [Member]
Business Acquisition [Line Items]
Total identifiable intangible assets acquired		100
Customer Related [Member]
Business Acquisition [Line Items]
Estimated Life in Years	3 years
Total identifiable intangible assets acquired		600
Backlog [Member]
Business Acquisition [Line Items]
Estimated Life in Years	8 months 12 days
Total identifiable intangible assets acquired		50
Trademark and Trade names [Member]
Business Acquisition [Line Items]
Estimated Life in Years	3 years
Total identifiable intangible assets acquired		100
Noncompete Agreement [Member]
Business Acquisition [Line Items]
Estimated Life in Years	4 years
Total identifiable intangible assets acquired		$ 200

Business Combinations - Unaudited Pro forma Net Revenues (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Rocket Lab USA, Inc.
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net revenues	$ 35,611	$ 56,045

Stock-based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Sep. 30, 2020	Sep. 29, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted- Average Grant Date Fair Value per Share, Granted	$ 11.50	$ 11.50
Rocket Lab USA, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options to Purchase Common Stock, Outstanding			3,009,360	3,093,543
Options to Purchase Common Stock, Granted			10,000	416,549
Options to Purchase Common Stock, Exercised			(305,867)	(152,247)
Options to Purchase Common Stock, Forfeited			(166,479)	(254,051)
Options to Purchase Common Stock, Expired			(108,873)	(94,434)
Options to Purchase Common Stock, Outstanding			2,438,141	3,009,360	3,093,543
Options to Purchase Common Stock, Options vested and exercisable			1,626,906	1,310,763
Weighted- Average Exercise Price per Share, Outstanding			$ 8.83	$ 8.08
Weighted- Average Exercise Price per Share, Granted			12.80	11.83
Weighted- Average Exercise Price per Share, Exercised			3.23	3.82
Weighted- Average Exercise Price per Share, Forfeited			11.38	9.70
Weighted- Average Exercise Price per Share, Expired			9.55	3.15
Weighted- Average Exercise Price per Share, Outstanding			9.35	8.83	$ 8.08
Weighted- Average Exercise Price per Share, Options vested and exercisable			8.82	7.03
Weighted- Average Grant Date Fair Value per Share, Outstanding			4.57	4.22
Weighted- Average Grant Date Fair Value per Share, Granted			7.11	6.84
Weighted- Average Grant Date Fair Value per Share, Outstanding			4.81	4.57	$ 4.22
Weighted- Average Grant Date Fair Value per Share, Options vested and exercisable			$ 4.44	$ 3.40
Weighted- Average Remaining Contract Life (In Years), Exercised			3 years 2 months 15 days	5 years 5 months 4 days
Weighted- Average Remaining Contract Life (In Years), Outstanding			7 years 1 month 13 days	7 years 11 months 12 days	8 years 8 months 4 days
Weighted- Average Remaining Contract Life (In Years), Options vested and exercisable			6 years 9 months 29 days	7 years 1 month 2 days
Aggregate Intrinsic Value, Exercised			$ 2,565	$ 1,366
Aggregate Intrinsic Value, Outstanding			85,853	11,941	$ 9,131
Aggregate Intrinsic Value, Options vested and exercisable			$ 57,660	$ 7,552

Stock-based Compensation - Disclosure - Stock-based Compensation - Summary of Weighted-average Assumptions (Detail) - $ / shares			12 Months Ended
	Sep. 30, 2020	Sep. 29, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per share of common stock	$ 10.14	$ 10.12
Expected volatility	15.00%	15.00%
Risk-free interest rate	0.30%	0.30%
Expected life (years)	7 months 6 days	7 months 6 days
Rocket Lab USA, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per share of common stock			$ 12.80	$ 11.84
Expected volatility			60.00%	60.00%
Risk-free interest rate, minimum				1.90%
Risk-free interest rate, maximum				2.50%
Risk-free interest rate			0.60%
Expected life (years)			6 years 3 months	6 years 3 months
Dividend rate			0.00%	0.00%

Stock-based Compensation - Summary of Performance-based Restricted Stock Unit Activity (Detail) - Rocket Lab USA, Inc. - Performance-based Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Units, Outstanding	752,617
Number of Units, Granted	657,239	761,430
Number of Units, Forfeited	(103,938)	(8,813)
Number of Units, Outstanding	1,305,918	752,617
Number of Units, Units expected to vest	0	0
Weighted- Average Grant Date Fair Value, Outstanding	$ 12.80
Weighted- Average Grant Date Fair Value, Granted	11.32	$ 12.80
Weighted- Average Grant Date Fair Value, Forfeited	12.70	12.80
Weighted- Average Grant Date Fair Value, Outstanding	12.06	12.80
Weighted- Average Grant Date Fair Value, Units expected to vest	$ 0	$ 0

Leases - Supplemental Balance Sheet Information Related to Leases (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating Leased Assets [Line Items]
Total lease liabilities, current		$ 1,670	$ 3,247
Operating lease liabilities, non-current lease liabilities	$ 26,522	27,299	26,025
Total lease liabilities, non-current		28,969	29,272
Other Current Liabilities
Operating Leased Assets [Line Items]
Operating lease liabilities, current		$ 1,670	1,001
Finance Lease Liabilities
Operating Leased Assets [Line Items]
Finance lease liabilities, current			$ 2,246

Leases - Components of Lease Expense (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating Leased Assets [Line Items]
Operating lease costs	$ 2,552	$ 2,752
Finance lease costs:
Amortization of right-of-use assets	583	50
Interest on lease liabilities	95	9
Total finance lease costs	$ 678	$ 59

Leases - Supplemental Cash Flow Information Related to lease (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 2,080	$ 2,301
Operating cash flows from finance leases	95	9
Finance cash flows from finance leases		737
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$ 2,410	20,011
Finance leases		$ 2,974

Leases - Schedule of Future Minimum Operating Lease Payments (Detail) - Rocket Lab USA, Inc. $ in Thousands	Dec. 31, 2020 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2021	$ 3,076
2022	3,109
2023	3,236
2024	3,143
2025	3,145
Thereafter	24,749
Total lease payments	40,458
Less imputed interest	(11,489)
Total	$ 28,969

Income Taxes - Schedule of Pretax Loss from Domestic and Foreign Operations (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
US loss before income taxes	$ (56,439)	$ (34,076)
Foreign income before income taxes	1,901	4,070
Pretax loss from operations	$ (54,538)	$ (30,006)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal			$ 0	$ 0
State				1
Foreign			1,410	956
Total			1,410	957
Deferred:
Foreign			(943)	(603)
Total			(943)	(603)
Provision for income taxes	$ 264	$ 286	$ 467	$ 354

Income Taxes - Schedule of Differences Between Federal Statutory Income Tax Rate and Provision for Income Taxes (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Income Taxes Provision Benefit Summary Of Income Taxes [Line Items]
Federal statutory rate			$ (11,453)	$ (6,301)
Adjustments for tax effects of:
Permanent differences and other			631	42
Increase in valuation allowance			11,289	6,613
Provision for income taxes	$ 264	$ 286	$ 467	$ 354
Federal statutory rate			21.00%	21.00%
Adjustments for tax effects of:
Permanent differences and other			(1.16%)	(0.14%)
Increase in valuation allowance			(20.70%)	(22.04%)
Provision for income taxes	(1.69%)	(2.05%)	(0.86%)	(1.18%)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Accrued expenses	$ 1,969	$ 1,791
Inventories	353
Deferred revenue	5,503	2,150
Lease liability	7,426	6,462
Stock options	2,082	1,386
Warrants	519	162
Net operating losses	30,264	23,625
Tax credits	923	857
Other	4	67
Total deferred tax assets	49,043	36,500
Valuation allowance	(39,084)	(27,794)
Total deferred tax assets, net	9,959	8,706
Deferred tax liabilities:
Right of use asset	(6,954)	(6,978)
Depreciation and amortization		(43)
Unrealized gain	(757)
Total deferred tax liabilities	(7,711)	(7,021)
Net deferred tax assets	$ 2,248	$ 1,685

Income Taxes - Schedule of Net Deferred Tax Assets (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred Tax Asset [Line Items]
Deferred tax assets	$ 2,441	$ 2,398	$ 1,685
Deferred tax liabilities (included in Other non-current liabilities)		(150)
Net deferred tax assets		$ 2,248	$ 1,685

Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount Of Unrecognized Tax Benefits (Detail) - Rocket Lab USA, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Balance at beginning of year	$ 800	$ 800
Increases (decreases) related to prior year tax positions	0	0
Balance at end of year	$ 800	$ 800

Concentration of Credit Risk, Significant Customers and Geographic Information - Summary of Percentage of Customers Accounted for Accounts Receivable (Detail) - Rocket Lab USA, Inc. - Accounts Receivable [Member] - Customer Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2020
US Commercial Customer A [Member]
Concentration Risk [Line Items]
Percentage of Accounts Receivable	62.00%
US Commercial Customer B [Member]
Concentration Risk [Line Items]
Percentage of Accounts Receivable	13.00%
International Customer C [Member]
Concentration Risk [Line Items]
Percentage of Accounts Receivable	12.00%

Concentration of Credit Risk, Significant Customers and Geographic Information - Summary of Percentage of Customers Accounted for Revenue (Detail) - Rocket Lab USA, Inc. - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
US Government Customer D [Member]
Concentration Risk [Line Items]
Percentage of Revenue	21.00%	12.00%
International Customer E [Member]
Concentration Risk [Line Items]
Percentage of Revenue	18.00%
US Commercial Customer F [Member]
Concentration Risk [Line Items]
Percentage of Revenue	15.00%
US Commercial Customer G [Member]
Concentration Risk [Line Items]
Percentage of Revenue	14.00%	26.00%

Concentration of Credit Risk, Significant Customers and Geographic Information - Summary of Consolidated Net Revenue by Geographical Area (Detail) - Rocket Lab USA, Inc. - Geographic Concentration Risk [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Concentration Risk [Line Items]
Revenues	$ 35,160	$ 48,399
Percentage of Revenue	100.00%	100.00%
UNITED STATES
Concentration Risk [Line Items]
Revenues	$ 25,881	$ 47,848
Percentage of Revenue	74.00%	99.00%
JAPAN
Concentration Risk [Line Items]
Revenues	$ 6,498
Percentage of Revenue	18.00%	0.00%
Rest Of World [Member]
Concentration Risk [Line Items]
Revenues	$ 2,781	$ 551
Percentage of Revenue	8.00%	1.00%

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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+ Details

Concentration of Credit Risk, Significant Customers and Geographic Information - Summary of Long-lived Assets by Geographical Area (Detail) - Rocket Lab USA, Inc. - Long Lived Assets [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Concentration Risk [Line Items]
Long-Lived Assets	$ 91,216	$ 67,055
Percentage of Long-Lived Assets	100.00%	100.00%
UNITED STATES
Concentration Risk [Line Items]
Long-Lived Assets	$ 34,303	$ 30,693
Percentage of Long-Lived Assets	38.00%	46.00%
NEW ZEALAND
Concentration Risk [Line Items]
Long-Lived Assets	$ 43,323	$ 36,362
Percentage of Long-Lived Assets	47.00%	54.00%
CANADA
Concentration Risk [Line Items]
Long-Lived Assets	$ 13,590
Percentage of Long-Lived Assets	15.00%	0.00%