UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
On January 7, 2022, Rocket Lab USA, Inc. (the “Company”) issued a press release announcing the “Redemption Fair Market Value” in connection with the Company’s previously announced redemption (the “Redemption”) of its outstanding warrants that were issued under the Warrant Agreement, dated as of September 24, 2020, by and among Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation) and Continental Stock Transfer & Trust Company, as original warrant agent, as amended by and assigned to and assumed by the Company, pursuant to that certain Amendment to Warrant Agreement, dated August 25, 2021, by and among Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation), Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC (“AST”), as successor warrant agent (as so amended, the “Warrant Agreement”). A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
In connection with the Redemption, AST previously delivered a redemption notice (the “Redemption Notice”) on December 22, 2021 to holders of warrants on the Company’s behalf, and the Company committed to inform holders of warrants of the calculation of the Redemption Fair Market Value (as defined in the Warrant Agreement). The Redemption Notice was previously filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on December 22, 2021.
Further to the above, AST, in its capacity as warrant agent, has delivered a notice to each of the registered holders of the outstanding warrants on behalf of the Company informing holders:
1. that the Redemption Fair Market Value is $11.57; and
2. as a result, holders who exercise their warrants on a “cashless basis” will be entitled to receive 0.2843 shares of Common Stock per warrant.
A copy of the notice of Redemption Fair Market Value delivered by the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Neither this Current Report on Form 8-K, the press release filed as Exhibit 99.1 hereto nor the notice of Redemption Fair Market Value filed as Exhibit 99.2 hereto constitutes an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by the Company on January 7, 2022. | |
| 99.2 | Notice of Redemption Fair Market Value, dated January 7, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 7, 2022 | Rocket Lab USA, Inc. | |||||||
| By: | /s/ Adam Spice |
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| Adam Spice | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
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Rocket Lab Announces Redemption Fair Market Value in
Connection With Redemption of its Outstanding Warrants
Long Beach, California. January 7, 2022 Rocket Lab USA, Inc. (Nasdaq: RKLB) (Rocket Lab or the Company), a global leader in launch services and space systems, today announced the Redemption Fair Market Value in connection with its previously announced redemption of its outstanding Warrants (as defined below). The Redemption Fair Market Value will be used to determine the number of shares of common stock, par value $0.0001 per share (the Common Stock), that will be issued on a cashless exercise of a Warrant subject to the terms of the Warrant Agreement (as defined below).
On December 22, 2021, the Company announced that it will redeem all of its outstanding public warrants (the Public Warrants) to purchase shares of the Companys common stock that were issued under the Warrant Agreement, dated as of September 24, 2020, by and among Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation) and Continental Stock Transfer & Trust Company (Continental), as original warrant agent, as amended by and assigned to and assumed by the Company, pursuant to that certain Amendment to Warrant Agreement, dated August 25, 2021, by and among Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation), Continental, and American Stock Transfer & Trust Company, LLC (AST), as successor warrant agent (as so amended, the Warrant Agreement), as part of the units sold in the Companys initial public offering (the IPO) and that remain outstanding at 5:00 p.m. New York City time on January 21, 2022 (the Redemption Date) for a redemption price of $0.10 per Public Warrant. In addition, the Company announced that it will redeem all of its outstanding warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO (the Private Placement Warrants and, together with the Public Warrants, the Warrants) on the same terms as the outstanding Public Warrants. In connection with the redemption, AST previously delivered a redemption notice (the Redemption Notice) on the Companys behalf, and the Company committed to inform holders of Warrants of the calculation of the Redemption Fair Market Value (as defined in the Warrant Agreement).
As warrant agent, AST has delivered a notice to each of the registered holders of the outstanding Warrants on behalf of the Company informing holders:
| | that the Redemption Fair Market Value is $11.57; and |
| | as a result, holders who exercise their Warrants on a cashless basis will be entitled to receive 0.2843 shares of Common Stock per Warrant. |
Any Warrants that remain unexercised following 5:00 p.m. New York City time on January 21, 2022 will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the redemption price of $0.10 per Warrant.
For additional information, including information on how holders may exercise their Warrants, see the Redemption Notice. A copy of the Redemption Notice and Redemption Fair Market Value Notice may be found on the Companys investor relations website at https://investors.rocketlabusa.com. Questions regarding the exercise of warrants may be directed to the Companys warrant agent, American Stock Transfer & Trust Company, LLC, by telephone at (800) 937-5449 or by email at ReorgWarrants@astfinancial.com.
None of the Company, its board of directors or employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants.
A combined prospectus dated as of October 7, 2021, as supplemented from time to time, covering the Common Stock issuable upon the exercise of the Warrants is included as part of a registration statement (Registration No. 333-257440) initially filed with the Securities and Exchange Commission (the SEC) on June 25, 2021 and originally declared effective by the SEC on July 21, 2021 and amended by a post-effective amendment pursuant to Rule 429 under the Securities Act of 1933, as amended, that became automatically effective with the Companys registration statement (Registration No. 333-259797) declared effective by the SEC on October 7, 2021. The SEC maintains an Internet website that contains a copy of this prospectus. The address of that site is www.sec.gov. Alternatively, you can obtain a copy of the prospectus from the Companys investor relations website at https://investors.rocketlabusa.com.
This press release does not and will not constitute an offer to sell, or the solicitation of an offer to buy, Warrants, any shares of Rocket Lab Common Stock, or any other securities, nor will there be any sale of the Warrants or any such shares or other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
ENDS
+ Rocket Lab Media Contact
Morgan Bailey
media@rocketlabusa.com
About Rocket Lab
Founded in 2006, Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft components, satellites and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. Headquartered in Long Beach, California, Rocket Lab designs and manufactures the Electron small orbital launch vehicle and the Photon satellite platform and is developing the Neutron 8-ton payload class launch vehicle. Since its first orbital launch in January 2018, Rocket Labs Electron launch vehicle has become the second most frequently launched U.S. rocket annually and has delivered 109 satellites to orbit for private and public sector organizations, enabling operations in national security, scientific research, space debris mitigation, Earth observation, climate monitoring, and communications. Rocket Labs Photon spacecraft platform has been selected to support NASA missions to the Moon and Mars, as well as the first private commercial mission to Venus. Rocket Lab has three launch pads at two launch sites, including two launch pads at a private orbital launch site located in New Zealand, one of which is currently operational, and a second launch site in Virginia, USA which is expected to become operational in early 2022. To learn more, visit www.rocketlabusa.com.
Forward-Looking Statements
This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These forward-looking statements, including without limitation expectations regarding the timing, completion, and benefit of the SolAero acquisition, are based on Rocket Labs current expectations and beliefs concerning future developments and their potential effects. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond Rocket Labs control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including risks related to the global COVID-19 pandemic, including risks related to government restrictions and lock-downs in New Zealand and other countries in which we operate that could delay or suspend our operations; delays and disruptions in expansion efforts; our dependence on a limited number of customers; the harsh and unpredictable environment of space in which our products operate which could adversely affect our launch vehicle and spacecraft; increased congestion from the proliferation of low Earth orbit constellations which could materially increase the risk of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots; increased competition in our industry due in part to rapid technological development and decreasing costs; technological change in our industry which we may not be able to keep up with or which may render our services uncompetitive; average selling price trends; failure of our launch vehicles, satellites and components to operate as intended either due to our error in design in production or through no fault of our own; launch schedule disruptions; supply chain disruptions, product delays or failures; design and engineering flaws; launch failures; natural disasters and epidemics or pandemics; changes in governmental regulations including with respect to trade and export restrictions, or in the status of our regulatory approvals or applications; or other events that force us to cancel or reschedule launches, including customer contractual rescheduling and termination rights; risks that acquisitions may not be completed on the anticipated timeframe or at all or do not achieve the anticipated benefits and results; and the other risks detailed from time to time in Rocket Labs filings with the Securities and Exchange Commission (the SEC), including under the heading Risk Factors in the prospectus dated October 7, 2021 related to our Registration Statement on Form S-1 (File No. 333-259757), which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) on October 7, 2021 and elsewhere (including that the impact of the COVID-19 pandemic may also exacerbate the risks discussed therein). There can be no assurance that the future developments affecting Rocket Lab will be those that we have anticipated. Except as required by law, Rocket Lab is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Exhibit 99.2
BY FIRST CLASS MAIL
January 7, 2022
NOTICE OF REDEMPTION FAIR MARKET VALUE
TO THE HOLDERS OF ROCKET LAB USA, INC.
PUBLIC WARRANTS (CUSIP No. 773122114)* AND PRIVATE PLACEMENT WARRANTS
Reference is made to that certain Notice of Redemption (as defined below) under which Rocket Lab USA, Inc. (the Company) committed to inform registered holders of the Companys Warrants (as defined below) of the following information on this date.
Background
On December 22, 2021, Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation) (the Company) issued a notice of redemption (the Notice of Redemption) indicating that the Company is redeeming, at 5:00 p.m. New York City time on January 21, 2022 (the Redemption Date), all of the outstanding public warrants (the Public Warrants) to purchase shares of the Companys common stock, par value $0.0001 per share (the Common Stock), that were originally issued under the Warrant Agreement, dated as of September 24, 2020, by and among Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation) and Continental Stock Transfer & Trust Company (Continental), as original warrant agent, as amended by and assigned to and assumed by the Company, pursuant to that certain Amendment to Warrant Agreement, dated August 25, 2021, by and among Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation), Continental, and American Stock Transfer & Trust Company, LLC (AST), as successor warrant agent (as so amended, the Warrant Agreement), as part of the units sold in the Companys initial public offering (IPO), at a redemption price of $0.10 per Public Warrant (the Redemption Price) for those Warrants that remain outstanding at 5:00 p.m. New York City time on the Redemption Date. In addition, the Company will redeem all of its outstanding warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO (the Private Placement Warrants and, together with the Public Warrants, the Warrants) on the same terms as the outstanding Public Warrants.
Redemption Fair Market Value
The Redemption Fair Mair Market Value is determined in accordance with Section 6.2 of the Warrant Agreement based on the volume weighted average price of the shares of Common Stock for the 10 trading days immediately following the date on which notice of redemption is sent to registered holders of the Warrants.
Based on the date of the Companys Notice of Redemption, the Redemption Fair Market Value is $11.57.
Cash and Cashless Exercise of Warrants
The Warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such Warrants. Payment upon exercise of the Warrants may be made either (i) in cash, at an exercise price of $11.50 per share of Common Stock or (ii) on a cashless basis in which the exercising holder will receive a number of shares of Common Stock determined in accordance with the terms of the Warrant Agreement and based on the Redemption Date and the Redemption Fair Market Value.
In particular, should a holder elect to exercise Warrants on a cashless basis, such holder would receive a number of shares of Common Stock determined by reference to the table set forth in Section 6.2 of the Warrant Agreement.
Based on the Redemption Fair Market Value and number of months to the expiration of the Warrants, the number of shares of Common Stock to be issued for each Warrant that is exercised on a cashless basis is 0.2843 shares.
Redemption of Warrants
Any Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the Redemption Price of $0.10 per Warrant. For additional information, including information on how holders may exercise their Warrants, see the Notice of Redemption. For a copy of the Notice of Redemption, please visit the Companys investor relations website at https://investors.rocketlabusa.com. In addition, a copy of the Notice of Redemption was attached as Exhibit 99.2 to the Current Report on Form 8-K filed by the Company on December 22, 2021, and is available on the website of the U.S. Securities and Exchange Commission at www.sec.gov.
Questions Regarding Redemption
Questions regarding the redemption of the Warrants or the procedures therefor should be directed to the warrant agent, American Stock Transfer & Trust Company, LLC, at American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219, Attention: Corporate Action; Contact Number: (800) 937-5449; Email: ReorgWarrants@astfinancial.com.
| Sincerely, |
| ROCKET LAB USA, INC. |
| /s/ Adam Spice |
| Adam Spice |
| Chief Financial Officer |
| * | The CUSIP number appearing herein has been included solely for the convenience of the holders of the Warrants. Neither the Company nor AST shall be responsible for the selection or use of any such CUSIP number, nor is any representation made as to its correctness on the Warrants or as indicated herein. |
Annex A
ROCKET LAB USA, INC.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
CHECK ONE BOX BELOW AND COMPLETE THE CORRESPONDING PARAGRAPH
| ☐ | The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ________________ shares of common stock, $0.0001 par value per share (the Common Stock) of Rocket Lab USA, Inc. (the Company) and herewith tenders payment for such shares of Common Stock to the order of the Company in the amount of $ _______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of __________________, whose address is _________________ and that such shares of Common Stock be delivered to ______________________ whose address is _____________________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of ____________________, whose address is _____________________ and that such Warrant Certificate be delivered to _____________________, whose address is _______________________. |
| ☐ | The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement (as defined below), to exercise its Warrant (as defined below) pursuant to a Make-Whole Exercise (as defined in the Warrant Agreement) to receive the number of shares of Common Stock of the Company, that this Warrant is exercisable for, as determined in accordance with Section 6.2 of the Warrant Agreement. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of __________________________, whose address is ________________________________________ and that such Warrant Certificate be delivered to ________________________, whose address is ________________________________________. |
By notice dated December 22, 2021, the warrants to purchase shares of Common Stock (each, a Warrant) have been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement, dated September 24, 2020, as amended on August 25, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC (AST), as warrant agent (the Warrant Agreement). Pursuant to the terms of the Warrant Agreement, each whole Warrant is exercisable for one fully paid and non-assessable share of Common Stock. Any Warrants that remain unexercised at 5:00 p.m. New York City time on the redemption date of January 21, 2022 will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the redemption price of $0.10 per Warrant.
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