United States securities and exchange commission logo
July 1, 2021
Alex Slusky
Chief Executive Officer
Vector Acquisition Corp
One Market Street
Steuart Tower, 23rd Floor
San Francisco, CA 94105
Re: Vector Acquisition
Corp
Registration
Statement on Form S-4
Filed June 25, 2021
Response dated June
25, 2021
File No. 333-257440
Dear Mr. Slusky:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed June 25, 2021
General
1. We note your response
to comment 1 and defer resolution at this time. If the PIPE
investors are receiving
shares of Vector Delaware, it is not clear how they will then obtain
the shares of the
registrant if, as you state in your response, the shares received by the
PIPE investors will not
be exchanged for shares of New Rocket Lab in the registered
offering.
We remind you that the company and its management are responsible
for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
Alex Slusky
Vector Acquisition Corp
July 1, 2021
Page 2
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Kevin Stertzel at 202-551-3723 or John Cash at
202-551-3768 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Perry Hindin at 202-551-3444 or Jay Ingram at 202-551-3397 with any
other questions.
FirstName LastNameAlex Slusky Sincerely,
Comapany NameVector Acquisition Corp
Division of
Corporation Finance
July 1, 2021 Page 2 Office of
Manufacturing
FirstName LastName