Item 1.01.
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Entry into a Material Definitive Agreement.
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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 Vectors
shareholders approve the Business Combination, the Domestication and the adoption of Vector Delawares organizational documents in accordance with Vectors amended and restated articles and memorandum of association, then Vector
Delawares 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 Delawares 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 Vectors, Rocket Labs 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 Vectors and Rocket Labs 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 Vectors securities, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption
of the Agreement by Vectors 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 Labs 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 Labs 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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