Rocket Lab Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Items.
On September 15, 2025, Rocket Lab Corporation (the “Company”) entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc., Cantor Fitzgerald & Co., BTIG, LLC, KeyBanc Capital Markets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC and Roth Capital Partners, LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering price of up to $750,000,000 through the Sales Agents, acting as its agents, or directly to the Sales Agents, acting as principal, in an “at-the-market” (“ATM”) offering. In connection with entering into the Sales Agreement, the Company terminated the sales agreement, dated March 11, 2025, by and among the Company and the agents party thereto related to its prior ATM offering.
The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3, which Rocket Lab USA, Inc., the Company’s predecessor, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 11, 2025, which automatically became effective upon filing, as amended by Post-Effective Amendment No. 1 to such registration statement, filed by the Company with the SEC on May 27, 2025, and a related prospectus supplement, which the Company filed with the SEC on September 15, 2025.
The Company is not obligated to sell any Shares pursuant to the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agents have agreed to use commercially reasonable efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell Shares from time to time in accordance with the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.
The Sales Agreement may be terminated for any reason, at any time, by either the Company or the Sales Agents upon written notice to the other party.
The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.
The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | ATM Equity Offering Sales Agreement, dated as of September 15, 2025, by and among Rocket Lab Corporation, BofA Securities, Inc., Cantor Fitzgerald & Co., BTIG, LLC, KeyBanc Capital Markets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC and Roth Capital Partners, LLC. | |
| 5.1 | Opinion of Goodwin Procter LLP. | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 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.
| ROCKET LAB CORPORATION | |||
| Date: | September 15, 2025 | By: | /s/ Adam Spice |
| Adam
Spice Chief Financial Officer |