We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as On October 6, 2021, the last reported sales price of our common stock was $14.00 per share and the last reported sales price of our public warrants Nasdaq) under the symbols RKLB and RKLBW, respectively. Our common stock and public warrants are listed on the Nasdaq Capital Market (the See Plan of Distributionīeginning on page 134 of this prospectus. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of our common stock or warrants. With state securities or blue sky laws. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance The net proceeds from the exercise of the warrants, if any, for working capital and general corporate purposes. If the warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. $187.1 million from the exercise of the public warrants and private placement warrants in full for cash. We will receive an aggregate of up to approximately We will not receive any of the proceeds from such sales of the shares of our common stock. Registered publicly or through private transactions at prevailing market prices or at negotiated prices. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby Shares) issued upon consummation of the Business Combination (defined below), in exchange for shares of our Class B ordinary shares originally issued in a private placement to Vectors initial shareholders (v) up toĥ,600,000 shares of common stock underlying the private placement warrants (vi) up to 347,321,184 shares of common stock issued or issuable to former equity holders of Legacy Rocket Lab pursuant to the Business Combination, includingģ20,620,531 shares of common stock that are currently outstanding and issued in the Business Combination, and up to 26,700,653 Earnout Shares (defined below) reserved for issuance to Legacy Rocket Lab shareholders the Business Combination subject toĬertain market price-based target requirements. The Business Combination (iii) up to 878,887 shares of common stock issued on cashless exercise of warrants assumed by the registrant in the Business Combination (iv) up to 8,000,000 shares of common stock (the founder Pursuant to subscription agreements entered into on March 1, 2021 (the PIPE Financing) (ii) up to 8,903,322 shares attributable to restricted stock units and stock options of Legacy Rocket Lab (defined below) prior to Securityholders) of up to 5,600,000 private placement warrants and up to 417,404,393 shares of common stock, consisting of (i) up to 46,700,000 shares of common stock (the PIPE shares) issued in a private placement In addition, this prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the Selling Warrants) and 5,600,000 shares underlying warrants initially issued in a private placement simultaneously with Vectors initial public offering (the private placement warrants). Previously registered, consisting of 10,666,666 shares issuable upon exercise of warrants that were underlying units issued by Vector Acquisition Corporation ( Vector) in its initial public offering ( public This prospectus relates to the offer and sale by Rocket Lab USA, Inc., a Delaware corporation (the Company, Rocket Lab, we, or us) of up to 16,266,666 shares of common stock, $0.0001 par value per share ( common stock) that are issuable by us upon the exercise of 16,266,666 warrants that were 16,266,666 Shares of Common Stock Underlying Warrantsĥ,600,000 Warrants by the Selling SecurityholdersĤ17,404,393 Shares of Common Stock by the Selling Securityholders
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