Item 1.01. Entry into a Material Definitive Agreement.
Vector Acquisition Corporation, a Cayman Islands exempted company ("Vector"),
previously announced that it entered into that certain Agreement and Plan of
Merger (the "Original Merger Agreement"), with Rocket Lab USA, Inc., a Delaware
corporation ("Rocket Lab"), and Prestige USA Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Rocket Lab ("Merger Sub"), pursuant
to which, among other things, (a) Vector will domesticate in Delaware (the
"Domestication" and Vector following such Domestication, "Vector Delaware"), (b)
Merger Sub will merge with and into Vector Delaware (the "First Merger"), with
Vector Delaware surviving the First Merger, and (c) Rocket Lab will merge with
and into Vector Delaware (the "Second Merger"), with Vector Delaware surviving
the Second Merger (such transactions collectively, the "Business Combination").
On May 7, 2021, Vector, Rocket Lab and Merger Sub entered into Amendment No. 1
to the Original Merger Agreement (the "Merger Agreement Amendment") to provide
that in connection with the Domestication, each Class A ordinary share, par
value $0.0001 per share, and Class B ordinary share, par value $0.0001 per
share, of Vector will be converted on a one-for-one basis into shares of Class A
common stock, par value $0.0001 share ("Vector Delaware Class A common stock"),
and Class B common stock, par value $0.0001 per share ("Vector Delaware Class B
common stock"), of Vector Delaware, respectively. In addition, the Merger
Agreement Amendment contemplates that, if Vector's shareholders approve the
Business Combination, the Domestication and the adoption of Vector Delaware's
organizational documents in accordance with Vector's amended and restated
articles and memorandum of association, then Vector Delaware's certificate of
incorporation will provide that each holder of record of Vector Delaware Class A
common stock will be entitled to one vote per share on all matters submitted to
a vote of stockholders and each holder of record of Vector Delaware Class B
common stock will be entitled to 10 votes per share. The purpose of this dual
class structure is solely to reduce the administrative burden associated with
the parties effecting the First Merger. In connection with the Second Merger,
Vector Delaware's certification of incorporation will be amended such that
Vector Delaware will have only one class of common stock following the Business
Combination, and all stockholders will be entitled to the same number of votes
per share on all matters to be considered by such stockholders. All other terms
of the Original Merger Agreement remain substantially the same.
The foregoing description of the Merger Agreement Amendment does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Merger Agreement Amendment, a copy of which is attached as Exhibit 2.1 and
is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On May 7, 2021, following the execution of the Merger Agreement Amendment,
Vector and Rocket Lab confidentially submitted a registration statement on Form
S-4 relating to the Business Combination to the Securities and Exchange
Commission. The registration statement includes a document that, following its
effectiveness, will serve as a joint prospectus and proxy statement.
Forward-Looking Statements
This Current Report on Form 8-K (this "Current Report") 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,
including statements regarding Vector's, Rocket Lab's or their respective
management teams' expectations, hopes, beliefs, intentions or strategies
regarding the future. The words "anticipate", "believe", "continue", "could",
"estimate", "expect", "intends", "may", "might", "plan", "possible",
"potential", "predict", "project", "should", "would" and similar expressions may
identify forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. These forward-looking statements
are based on Vector's and Rocket Lab's current expectations and beliefs
concerning future developments and their potential effects on Vector, Rocket Lab
or any successor entity of the transaction. Many factors could cause actual
future events to differ materially from the forward-looking statements in this
press release, including but not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may adversely affect
the price of Vector's securities, (ii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the Agreement by
Vector's shareholders, (iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Agreement, (iv) the
effect of the announcement or pendency of the transaction on Rocket Lab's
business relationships, operating results and business generally, (v) risks that
the transaction disrupts current plans and operations of Rocket Lab,
(vi) changes in the competitive and highly regulated industries in which Rocket
Lab operates, variations in operating performance across competitors and changes
in laws and regulations affecting Rocket Lab's business, (vii) the ability to
implement business plans, forecasts and other expectations after the completion
of the transaction, and identify and realize additional opportunities, and
(viii) the risk of downturns in the commercial launch services, satellite and
spacecraft industry. There can be no assurance that the future developments
affecting
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Vector, Rocket Lab or any successor entity of the transaction will be those that
we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond Vector's or Rocket Lab's 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.
Except as required by law, Vector and Rocket Lab are not undertaking any
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise.
Additional Information
This Current Report relates to a Business Combination between Vector and Rocket
Lab. This Current Report does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Vector and Rocket Lab have
confidentially submitted a registration statement on Form S-4 to the SEC, which
includes a document that, following its effectiveness, will serve as a joint
prospectus and proxy statement, referred to as a proxy statement/prospectus.
Vector and Rocket Lab will also publicly file the registration statement with
the SEC. Once the SEC declares the registration statement effective, the proxy
statement/prospectus will be sent to all Rocket Lab and Vector shareholders.
Rocket Lab and Vector will also file other documents regarding the Business
Combination with the SEC. Before making any voting decision, investors and
security holders of Rocket Lab and Vector are urged to read the registration
statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the Business Combination
as they become available because they will contain important information about
the Business Combination.
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Rocket Lab and Vector
through the website maintained by the SEC at www.sec.gov.
The documents filed by Vector with the SEC also may be obtained free of charge
upon written request to Vector Acquisition Corporation, One Market Street,
Steuart Tower, 23rd Floor, San Francisco, CA 94105. The documents filed by
Rocket Lab with the SEC also may be obtained free of charge upon written request
to Rocket Lab USA, Inc., 3881 McGowen Street, Long Beach, CA 90808.
Participants in the Solicitation
Rocket Lab, Vector and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Vector's
shareholders in connection with the Business Combination. A list of the names of
such directors, executive officers, other members of management, and employees,
and information regarding their interests in the business combination will be
contained in Vector's filings with the SEC, including Vector's Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, as amended by Amendment
No. 1 thereto filed with the SEC on May 3, 2021, and such information and names
of Rocket Lab's directors and executive officers will also be in the
registration statement on Form S-4 to be filed with the SEC by Rocket Lab and
Vector, which will include the proxy statement of Vector. Additional information
regarding the interests of such potential participants in the solicitation
process will also be included in the registration statement (and will be
included in the definitive proxy statement/prospectus) and other relevant
documents when they are filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1* Amendment No. 1 to Agreement and Plan of Merger, dated as of May 7,
2021, among Vector Acquisition Corporation, Rocket Lab USA, Inc. and
Prestige USA Merger Sub, Inc.
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