M&A - Rocket Lab USA, Inc.

Form Type: 424B5

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000162828025028476

Filing Summary: Rocket Lab Corporation filed a Prospectus Supplement No. 1 as an update to the Prospectus Supplement dated March 11, 2025, related to the sale of common stock. The company became the successor to its predecessor, Rocket Lab USA, Inc., on May 23, 2025, following a reorganization that involved a merger with its wholly-owned subsidiary, Rocket Lab Merger Sub, Inc. This merger resulted in Rocket Lab USA, Inc. becoming a direct, wholly owned subsidiary of Rocket Lab Corporation, and its common stock was converted into the common stock of Rocket Lab Corporation. The company now offers up to $500 million in common stock sales under a sales agreement. Approximately $397.7 million remains available for sale as of the date of this filing. The reorganization did not materially change the business, assets, or operations of the company compared to its predecessor. The common stock continues to trade on the Nasdaq under the ticker symbol “RKLB” with a new CUSIP number 773121 108.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025027920

Filing Summary: On May 22, 2025, Rocket Lab USA, Inc. entered into a Stock Purchase Agreement with LightRidge Solutions Holdings LP and LightRidge Interco Solutions Holdings, Inc. for the acquisition of all outstanding shares of LightRidge Interco, the owner of GEOST LLC. The agreement involves aggregate consideration of $275 million, which includes approximately $125 million in cash and up to $150 million in Company Common Stock, subject to customary closing adjustments. There is also a potential for an additional $50 million in post-closing cash earnouts based on revenue targets for 2026 and 2027. Following a merger with a wholly-owned subsidiary, Rocket Lab Corporation will succeed as the issuer. A resale registration statement for the shares will be filed, and the transaction is expected to close in the second half of 2025. A press release regarding this agreement was issued on May 27, 2025, and is attached as an exhibit.

Form Type: POS AM

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027937

Filing Summary: On May 27, 2025, Rocket Lab Corporation filed Post-Effective Amendment No. 1 to its registration statement on Form S-3, reflecting its adoption of a holding company form of organizational structure. This follows the merger of its predecessor, Rocket Lab USA, Inc., with Rocket Lab Merger Sub, Inc., which was completed on May 23, 2025. As a result of the merger, each share of Rocket Lab USA, Inc.'s common stock was converted into shares of the common stock of Rocket Lab Corporation, maintaining comparable rights to shareholders. This amendment serves to update the registration statement to include necessary information related to the merger and changes made in this process. No additional securities are being registered under this amendment, and certain unsold shares are being removed from registration. The registrant also backdates the filing dates for these updates and incorporates relevant legal indemnification provisions for its directors and officers, ensuring compliance with the Delaware General Corporation Law.

Form Type: POS AM

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027939

Filing Summary: This document is a Post-Effective Amendment No. 1 to Form S-3 Registration Statement under the Securities Act of 1933 for Rocket Lab Corporation. It reflects the adoption of a holding company structure resulting from the merger of Rocket Lab USA, Inc. into Rocket Lab Merger Sub, Inc., where Rocket Lab USA, Inc. is the predecessor and becomes a wholly-owned subsidiary of Rocket Lab Corporation. The merger was completed on May 23, 2025, whereby each share of the predecessor's common stock was converted into an equivalent share in Rocket Lab Corporation. This amendment updates the Registration Statement and includes the necessary information to maintain its accuracy following the merger, including the removal of certain unissued shares from registration.

Form Type: POS AM

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027941

Filing Summary: This document is a Post-Effective Amendment related to the Registration Statements File Nos. 333-257440, 333-259797, and 333-264781 for Rocket Lab Corporation following its reorganization into a holding company structure. The reorganization involved the merger of Rocket Lab USA, Inc. (the Predecessor) with Rocket Lab Merger Sub, Inc., with the Predecessor being the surviving entity. Each share of the Predecessor's common stock was converted into common stock of Rocket Lab Corporation. The Merger was completed on May 23, 2025. The filing reflects changes resulting from the merger and contains necessary updates to maintain the accuracy of the registration statement. Additional securities, including 956,023 shares originally available for issuance to the Selling Securityholders, have been removed from registration as they are no longer issuable. All registration fees required for the initial filing were paid at that time.

Form Type: POSASR

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027933

Filing Summary: On May 27, 2025, Rocket Lab Corporation filed a post-effective amendment to its registration statement on Form S-3 to reflect the reorganization of Rocket Lab USA, Inc. into a holding company structure. This restructuring was accomplished through the merger of Rocket Lab USA, Inc. (the 'Predecessor') with Rocket Lab Merger Sub, Inc., resulting in the Predecessor becoming a wholly-owned subsidiary of Rocket Lab Corporation. The merger, completed on May 23, 2025, involved the conversion of each share of Predecessor common stock and Series A Preferred Stock into corresponding shares of Rocket Lab Corporation's stock. This amendment also adopts the previously effective registration statement for the new entity, ensuring compliance with SEC regulations and maintaining the continuous offering of securities initially registered.

Form Type: S-8 POS

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027942

Filing Summary: Rocket Lab Corporation has filed a Post-Effective Amendment to its Registration Statements on Form S-8 relating to the Corporate Reorganization completed on May 23, 2025. This reorganization involved a merger where Rocket Lab merged with its wholly-owned subsidiary, Merger Sub, with Merger Sub being the surviving entity. As a result of the merger, each share of Rocket Lab common stock automatically converted into an equivalent share of common stock of the Registrant. This restructuring was executed without a stockholder vote as per Delaware law. The Registrant, as the successor issuer, will have its common stock traded on the Nasdaq Capital Market under the symbol 'RKLB'. The document also highlights the details of the plans under which securities are registered, among other regulatory Form S-8 requirements.

Form Type: S-8 POS

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027945

Filing Summary: Rocket Lab Corporation completed a Corporate Reorganization on May 23, 2025, through a merger with its wholly-owned subsidiary, Merger Sub, as per the Agreement and Plan of Merger. Following the merger, the shares of Rocket Lab common stock were converted into shares of Rocket Lab Corporation. The registration statements for securities under various stock option and incentive plans were amended to reflect the Registrant as the successor to Rocket Lab. As a result of this reorganization, the stockholders of Rocket Lab became stockholders of the Registrant, and the plans' references to Rocket Lab will now refer to the Registrant and its shares. The Registrant's common stock trades under the symbol ‘RKLB’ on the Nasdaq Capital Market. The post-effective amendments to the registration statements shall be effective immediately upon filing.

Form Type: S-8 POS

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027948

Filing Summary: Rocket Lab Corporation has filed these Post-Effective Amendments with the SEC for multiple Registration Statements on Form S-8 related to its Corporate Reorganization completed on May 23, 2025. The merger involved Rocket Lab merging into a subsidiary, with Rocket Lab becoming a wholly-owned subsidiary of the Registrant. As a result, the stockholders of Rocket Lab will now hold shares in the new holding company, Rocket Lab Corporation. The document outlines changes to stock options and plans as part of this reorganization, adopting prior registrations under the new entity. This filing is also a formal adoption of prior Registration Statements for all purposes under the Securities Act and the Exchange Act, ensuring they are now reflective of the Registrant's structure and operations.

Form Type: S-8 POS

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000162828025027950

Filing Summary: Rocket Lab Corporation files Post-Effective Amendments to multiple Registration Statements (No. 333-279326, 333-270831, 333-264780, 333-260671) under the Securities Act of 1933. These amendments relate to a Corporate Reorganization completed on May 23, 2025, involving a merger with Rocket Lab Merger Sub, Inc., leading to the formation of a new holding company structure. Following the merger, Rocket Lab's stockholders automatically converted their shares into shares of the Registrant, retaining their rights and preferences. The effective merger ensures that the Registrant (Rocket Lab Corporation) is now the successor issuer to Rocket Lab USA, Inc., with all securities registered under the new structure. The amendments aim to officially adopt the previous filings as the Registrant's own, with no new securities registered at this time.

Form Type: 8-K12B

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000162828025027473

Filing Summary: On May 23, 2025, Rocket Lab USA, Inc. completed a holding company reorganization through a merger, as outlined in an Agreement and Plan of Merger. The merger involved Rocket Lab Merger Sub, Inc. merging into Rocket Lab, with Rocket Lab surviving as a wholly owned subsidiary of Rocket Lab Holdings. This transaction is intended to be tax-free, and shareholders of Rocket Lab automatically received shares of Rocket Lab Holdings in the same amounts as before. Following the merger, Rocket Lab Holdings will operate under the same Nasdaq ticker symbol 'RKLB'. The merger was completed without a shareholder vote and also involves amendments to the company’s equity compensation plans. The reorganization has positioned Rocket Lab Holdings as the successor issuer, having registered its shares under Section 12(b) of the Exchange Act.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000162828025023816

Filing Summary: On May 8, 2025, Rocket Lab USA, Inc. announced its financial results for the first quarter ended March 31, 2025, through a press release. The company also disclosed plans for a holding company reorganization, expected to take effect by June 1, 2025. This reorganization involves a tax-free merger in which Rocket Lab USA, Inc. will merge into Rocket Lab Merger Sub, Inc., a newly formed subsidiary of Rocket Lab Corporation. Upon completion, Rocket Lab Corporation will be the successor issuer, and existing shareholders will see their shares converted to corresponding shares in Rocket Lab Corporation without recognizing any gain or loss for tax purposes. The reorganization aims to provide a more efficient structure for growth and better risk management, and will automatically convert existing shares without the need for action from shareholders. Following the merger, shares will continue to trade on Nasdaq under the symbol 'RKLB.'

Form Type: 424B5

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525052055

Filing Summary: Rocket Lab USA, Inc. is conducting an offering of common stock worth up to $500,000,000 via a sales agreement with several financial institutions. Up to 29,205,607 shares may be sold at a reported price of $17.12 per share. Furthermore, the company has entered into a non-binding term sheet with lenders for acquiring a controlling equity position in Mynaric AG, a provider of laser optical communications. This potential acquisition is contingent on Mynaric completing its restructuring under German law. If the acquisition proceeds, Rocket Lab may use proceeds from this stock offering to fund the initial purchase price of $75 million, which can be settled in cash or stock. The acquisition deal includes conditions for a definitive agreement based on completion of due diligence and regulatory approvals. The financial implications and risks of this deal are outlined, noting potential dilution effects and highlighting the discretion management holds in fund allocation. The offering and potential acquisition are structured to enhance Rocket Lab's operational capabilities in the space market, which it aims to leverage for future growth.