424B3 1 d169841d424b3.htm 424B3 424B3
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257440

PROXY STATEMENT FOR

ANNUAL GENERAL MEETING OF VECTOR ACQUISITION CORPORATION

PROSPECTUS FOR

56,266,666 SHARES OF COMMON STOCK AND 16,266,666 WARRANTS

OF ROCKET LAB USA, INC.

AND

482,266,666 SHARES OF COMMON STOCK, 1,651,951 RESTRICTED STOCK UNITS

AND 16,266,666 WARRANTS OF

VECTOR ACQUISITION CORPORATION

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE AND THE FIRST MERGER DESCRIBED HEREIN)

 

 

The board of directors of Vector Acquisition Corporation, a Cayman Islands exempted company (“Vector”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated March 1, 2021, as amended by Amendment No. 1 thereto, dated May 7, 2021 and Amendment No. 2 dated thereto, dated June 25, 2021 (as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Vector, 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”), a copy of which is attached to this proxy statement/prospectus as Annex A, including (i) the deregistration by way of continuation of Vector under the Cayman Islands Companies Act (2021 Revision) and the domestication under Part XVII of the General Corporation Law of the State of Delaware, pursuant to which Vector’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”); (ii) the merger of Merger Sub with and into Vector, with Vector surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”); and (iii) the merger of Rocket Lab with and into Vector, with Vector surviving the merger (the “Second Merger” and, together with the First Merger, the “Mergers”). As described in this proxy statement/prospectus, among other items, Vector’s shareholders are being asked to consider and vote upon each of the Domestication and the Business Combination. As used in this proxy statement/prospectus, “Vector Delaware” refers to Vector after giving effect to the Domestication and “New Rocket Lab” refers to Vector after giving effect to the Domestication and the Mergers.

The Business Combination will be effected through the following transactions:

 

   

in connection with the Domestication, (i) Vector’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class A common stock, par value $0.0001 per share, of Vector Delaware (the “Vector Delaware Class A common stock”), and Vector’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”) issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class B common stock, par value $0.0001 per share, of Vector Delaware (together with the Vector Delaware Class A common stock, the “Vector Delaware common stock”); (ii) Vector’s warrants to purchase Class A ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of warrants to purchase Vector Delaware Class A common stock (the “Vector Delaware warrants”) and (iii) Vector’s units that have not been separated into Class A ordinary shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of units of Vector Delaware (the “Vector Delaware units”);

 

   

concurrently with the Domestication, Rocket Lab will amend and restate its certificate of incorporation (the “Charter Amendment”), and in connection therewith, among other things, (i) each issued and outstanding share of preferred stock, par value $0.0001 per share, of Rocket Lab will convert into shares of common stock, par value $0.0001 per share, of Rocket Lab (the “Rocket Lab Common Stock”), in accordance with the terms thereof; (ii) each issued and outstanding share


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of Rocket Lab Common Stock (after giving effect to the conversion contemplated by clause (i)) will convert automatically into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio (as defined below) and (iii) each then issued and outstanding Rocket Lab warrant will convert into a new warrant of Rocket Lab (a “Rocket Lab New Warrant”) for a number of shares of Rocket Lab Common Stock and with the applicable exercise price per share determined in accordance with the Merger Agreement;

 

   

Rocket Lab has entered into a management redemption agreement (the “Management Redemption Agreement”) with certain members of its management pursuant to which Rocket Lab will redeem from such individuals shares of Rocket Lab Common Stock and options to purchase shares of Rocket Lab Common Stock (the “Management Redemption Shares/Options”) for an aggregate purchase price of $40,000,000 (the “Management Redemption Amount”);

 

   

immediately following the Domestication, Merger Sub will merge with and into Vector Delaware, with Vector Delaware surviving the merger as a wholly owned subsidiary of Rocket Lab, and in connection therewith, (i) the shares of Vector Delaware common stock (other than any treasury shares, shares held by Vector Delaware or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (ii) the Vector Delaware warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”); and (iii) the Vector Delaware units that are outstanding immediately prior to the First Effective Time will convert into an equal number of Rocket Lab units (the “Assumed Units”); and

 

   

immediately following the First Effective Time, Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger, and in connection therewith, among other things, (i) the shares of Rocket Lab Common Stock (other than any treasury shares, shares held by Rocket Lab or dissenting shares) issued and outstanding immediately prior to the effective time of the Second Merger (the “Second Effective Time”) will convert into an equal number of shares of common stock, par value $0.0001 per share, of New Rocket Lab (the “New Rocket Lab Common Stock”); (ii) the Rocket Lab New Warrants and the Assumed Warrants outstanding and unexercised immediately prior to the Second Effective Time will convert into an equal number of warrants to purchase New Rocket Lab Common Stock; and (iii) each Assumed Unit that is outstanding immediately prior to the Second Effective Time will automatically be converted into a New Rocket Lab unit that, upon the closing of the Business Combination (the “Closing”), will be cancelled and will entitle the holder thereof to one share of New Rocket Lab Common Stock and one-third of one warrant, with each whole warrant representing the right to purchase one share of New Rocket Lab Common Stock.

In addition to the above consideration, if the closing price of New Rocket Lab Common Stock is equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, the Rocket Lab Holders (as defined in the accompanying proxy statement/prospectus) will be entitled to receive additional shares of New Rocket Lab Common Stock equal to 8% of the Aggregate Share Consideration (as defined below) (computed without the deduction for the Management Redemption Shares/Options). For purposes of the Merger Agreement, (A) the “Exchange Ratio” equals the quotient obtained by dividing (i) the Aggregate Share Consideration by (ii) the aggregate number of shares of Rocket Lab Common Stock outstanding immediately prior to the Charter Amendment on a fully diluted basis (other than the Management Redemption Shares/Options) calculated in the manner set forth in the Merger Agreement, and (B) the “Aggregate Share Consideration” means the quotient obtained by dividing (i) an amount equal to $4,000,000,000 minus the Management Redemption Amount by (ii) (x) an amount equal to $10.00 plus (y) an amount equal to (a) the interest earned on funds held in Vector’s trust account divided by (b) the number of Class A ordinary shares outstanding immediately prior to the Closing (the amount in this clause (ii), the “Implied Vector Share Price”).

It is anticipated that, upon completion of the Business Combination, on a fully diluted basis treating vested and unvested restricted stock units, warrants, options and other rights held by the Rocket Lab Holders as of


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June 7, 2021 as outstanding based on the treasury method, consistent with the calculation of the Exchange Ratio, (i) the Rocket Lab Holders will own, collectively, approximately 82.0% of the outstanding New Rocket Lab Common Stock; (ii) Vector’s public shareholders (as defined in the accompanying proxy statement/prospectus) will own, collectively, approximately 6.6% of the outstanding New Rocket Lab Common Stock; (iii) the PIPE Investors (as defined in the accompanying proxy statement/prospectus) (including affiliates of Vector) will own, collectively, approximately 9.7% of the outstanding New Rocket Lab Common Stock and (iv) Vector’s Initial Shareholders (as defined in the accompanying proxy statement/prospectus) will own, collectively, approximately 1.7% of the outstanding New Rocket Lab Common Stock. These percentages assume an Implied Vector Share Price that is slightly higher than $10.00, representing the per share amount held in Vector’s trust account as of March 31, 2021, and that (a) none of Vector’s outstanding public shares are redeemed in connection with the Business Combination; (b) the maximum number of Management Redemption Shares/Options are redeemed by Rocket Lab pursuant to the Management Redemption Agreement; (c) 395,988,051 shares of New Rocket Lab Common Stock are held by the Rocket Lab Holders on a fully diluted basis, including shares attributable to vested and unvested restricted stock units, warrants, options and other rights held by the Rocket Lab Holders as of June 7, 2021 determined based on the treasury method, consistent with the calculation of the Exchange Ratio; (d) 46,700,000 shares of New Rocket Lab Common Stock are issued in the PIPE Financing (as defined in the accompanying proxy statement/prospectus); (e) no Assumed Warrants that will be outstanding immediately following Closing have been exercised; and (f) the Earnout Shares are not earned (clauses (a)-(f), collectively, the “New Rocket Lab Outstanding Common Stock Assumptions”). See “Unaudited Pro Forma Condensed Combined Financial Information” for more details. If the actual facts are different than these assumptions, the ownership percentages in New Rocket Lab will be different.

This prospectus covers (a) 56,266,666 shares of Rocket Lab Common Stock, which consists of (i) 32,000,000 shares issuable upon conversion of the Vector Delaware Class A common stock issued upon conversion of the same number of Class A ordinary shares underlying units issued in connection with Vector’s initial public offering, (ii) 8,000,000 shares issuable upon conversion of the Vector Delaware Class B common stock issued upon conversion of the same number of Class B ordinary shares held by Vector’s Initial Shareholders (7,950,000 of which are held by Vector Acquisition Partners, L.P.); and (iii) 16,266,666 shares issuable upon exercise of the Vector Delaware warrants, and (b) 16,266,666 warrants to purchase shares of Rocket Lab Common Stock, consisting of warrants issuable upon conversion of the same number of Vector Delaware warrants, in the case of (a) and (b), issuable in the First Merger and all of which securities will be converted into shares of New Rocket Lab Common Stock and warrants to purchase New Rocket Lab Common Stock, as applicable, in the Second Merger.

This prospectus also covers (a) 482,266,666 shares of New Rocket Lab Common Stock, which consists of (i) 40,000,000 shares issuable upon conversion of the Rocket Lab Common Stock issued upon conversion of Vector Delaware common stock as provided in the preceding paragraph, (ii) 16,266,666 shares issuable upon exercise of the warrants issued upon conversion of the Assumed Warrants as provided in the preceding paragraph and (iii) up to 432,000,000 shares of New Rocket Lab Common Stock issuable to the Rocket Lab Holders in the Second Merger, which includes (A) up to 400,000,000 shares to be issued in exchange for shares of Rocket Lab Common Stock (including shares of Rocket Lab Common Stock received upon the conversion of outstanding shares of preferred stock of Rocket Lab, exercise of outstanding warrants or options or settlement of outstanding restricted stock units or other rights) issued and outstanding immediately prior to the First Effective Time and (B) up to 8,000,000 shares that may be issued following the Closing in the event that the closing price of New Rocket Lab Common Stock exceeds certain price thresholds over a certain period following Closing (as described in this proxy statement/ prospectus), (b) 1,651,951 restricted stock units resulting from the conversion of restricted stock units of Rocket Lab and (c) 16,266,666 warrants to purchase shares of New Rocket Lab Common Stock, which consist of the Assumed Warrants converted as provided in the preceding paragraph.

This prospectus further relates to the resale of up to 336,175,807 shares of New Rocket Lab Common Stock that, after the Closing, may be offered for sale from time to time by the selling stockholders named in this prospectus. See “Selling Stockholders.” The selling stockholders may from time to time sell, transfer or otherwise dispose of any or all of these shares of New Rocket Lab Common Stock in a number of different ways and at varying prices. See “Plan of Distribution”. We will not receive any proceeds from the resales of any shares of New Rocket Lab Common Stock by the selling stockholders.


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Vector’s units, public shares and public warrants are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “VACQU,” “VACQ” and “VACQW,” respectively. Vector will apply for listing, to be effective at the time of the Business Combination, of New Rocket Lab Common Stock and warrants on Nasdaq under the proposed symbols “RKLB” and “RKLBW,” respectively. It is a condition of the consummation of the Business Combination that Vector receive confirmation from Nasdaq that the shares of New Rocket Lab Common Stock to be issued in connection with the Closing shall have been approved for listing on Nasdaq, subject only to the requirement to have a sufficient number of round lot holders and official notice of issuance. There can be no assurance such listing condition will be met or that Vector will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties.

The accompanying proxy statement/prospectus provides shareholders of Vector with detailed information about the Business Combination and other matters to be considered at the annual general meeting of Vector. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 28 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

 

The accompanying proxy statement/prospectus is dated July 21, 2021, and is first being mailed to Vector’s shareholders on or about July 21, 2021.


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Vector Acquisition Corporation

One Market Street

Steuart Tower, 23rd Floor

San Francisco, CA 94105

Dear Vector Acquisition Corporation Shareholders:

You are cordially invited to attend the annual general meeting (the “Annual General Meeting”) of Vector Acquisition Corporation, a Cayman Islands exempted company (“Vector”), at 8:00 a.m., Pacific time, on August 20, 2021, at the offices of Kirkland & Ellis LLP located at 555 California Street, 27th Floor, San Francisco, California 94104, or at such other time, on such other date and at such other place to which the meeting may be adjourned. In the interest of public health, and due to the impact of the coronavirus (COVID-19), we are also planning for the meeting to be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association.

As further described in the accompanying proxy statement/prospectus, Vector has entered into that certain Agreement and Plan of Merger, dated March 1, 2021, as amended by Amendment No. 1 thereto, dated May 7, 2021 and Amendment No. 2 thereto, dated June 25, 2021 (as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement” and the transactions contemplated thereby, the “Business Combination”), by and among Vector, 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, (i) Vector will deregister by way of continuation under the Cayman Islands Companies Act (2021 Revision) and change its jurisdiction of incorporation to the State of Delaware (the “Domestication”), (ii) Merger Sub will merge with and into Vector, with Vector surviving the merger as a wholly-owned subsidiary of Rocket Lab (the “First Merger”), and (iii) Rocket Lab will merge with and into Vector, with Vector surviving the merger (the “Second Merger” and, together with the First Merger, the “Mergers”). Following consummation of the Business Combination, Vector will change its name to “Rocket Lab USA, Inc.” As used in this proxy statement/prospectus, “Vector Delaware” refers to Vector after giving effect to the Domestication and “New Rocket Lab” refers to Vector after giving effect to the Domestication and the Mergers.

At the annual general meeting, Vector shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby, and to vote upon a proposal to approve the Domestication, which is referred to herein a the “Domestication Proposal.”

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Merger Agreement, the Business Combination will be effected through the following transactions:

 

   

in connection with the Domestication, (i) Vector’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class A common stock, par value $0.0001 per share, of Vector Delaware (the “Vector Delaware Class A common stock”), and Vector’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class B common stock, par value $0.0001 per share, of Vector Delaware (the “Vector Delaware Class B common stock” and, together with the Vector Delaware Class A common stock, the “Vector Delaware common stock”); (ii) Vector’s warrants to purchase Class A ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of warrants to purchase Vector Delaware Class A common stock (the “Vector Delaware warrants”); and (iii) Vector’s units that have not been separated into Class A ordinary shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of units of Vector Delaware (the “Vector Delaware units”);


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concurrently with the Domestication, Rocket Lab will amend and restate its certificate of incorporation (the “Charter Amendment”), and in connection therewith, among other things, (i) each issued and outstanding share of preferred stock, par value $0.0001 per share, of Rocket Lab will convert into shares of common stock, par value $0.0001 per share, of Rocket Lab (the “Rocket Lab Common Stock”), in accordance with the terms thereof; (ii) each issued and outstanding share of Rocket Lab Common Stock (after giving effect to the conversion contemplated by clause (i)) will convert automatically into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio (as defined below); and (iii) each then issued and outstanding Rocket Lab warrant will convert into a new warrant of Rocket Lab (a “Rocket Lab New Warrant”) for a number of shares of Rocket Lab Common Stock and with the applicable exercise price per share determined in accordance with the Merger Agreement;

 

   

Rocket Lab has entered into a management redemption agreement (the “Management Redemption Agreement”) with certain members of its management pursuant to which Rocket Lab will redeem from such individuals shares of Rocket Lab Common Stock and options to purchase shares of Rocket Lab Common Stock (the “Management Redemption Shares/Options”) for an aggregate purchase price of $40,000,000 (the “Management Redemption Amount”);

 

   

immediately following the Domestication, Merger Sub will merge with and into Vector Delaware, with Vector Delaware surviving the merger as a wholly owned subsidiary of Rocket Lab, and in connection therewith, (i) the shares of Vector Delaware common stock (other than any treasury shares, shares held by Vector Delaware or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (ii) the Vector Delaware warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”); and (iii) the Vector Delaware units that are outstanding immediately prior to the First Effective Time will convert into an equal number of Rocket Lab units (the “Assumed Units”); and

 

   

immediately following the First Effective Time, Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger, and in connection therewith, among other things, (i) the shares of Rocket Lab Common Stock (other than any treasury shares, shares held by Rocket Lab or dissenting shares) issued and outstanding immediately prior to the effective time of the Second Merger (the “Second Effective Time”) will convert into an equal number of shares of common stock, par value $0.0001 per share, of New Rocket Lab (the “New Rocket Lab Common Stock”); (ii) the Rocket Lab New Warrants and the Assumed Warrants outstanding and unexercised immediately prior to the Second Effective Time will convert into an equal number of warrants to purchase New Rocket Lab Common Stock; and (iii) each Assumed Unit that is outstanding immediately prior to the Second Effective Time will automatically be converted into a New Rocket Lab unit that, upon the closing of the Business Combination (the “Closing”), will be cancelled and will entitle the holder thereof to one share of New Rocket Lab Common Stock and one-third of one warrant, with each whole warrant representing the right to purchase one share of New Rocket Lab Common Stock.

In addition to the above consideration, if the closing price of New Rocket Lab Common Stock is equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, the Rocket Lab Holders (as defined in the accompanying proxy statement/prospectus) will be entitled to receive additional shares of New Rocket Lab Common Stock equal to 8% of the Aggregate Share Consideration (as defined below) (computed without the deduction for the Management Redemption Shares/Options). For purposes of the Merger Agreement, (A) the “Exchange Ratio” equals the quotient obtained by dividing (i) the Aggregate Share Consideration by (ii) the aggregate number of shares of Rocket Lab Common Stock outstanding immediately prior to the Charter Amendment on a fully diluted basis (other than the Management Redemption Shares/Options) calculated in the manner set forth in the Merger Agreement, and (B) the “Aggregate Share Consideration” means the quotient obtained by dividing (i) an amount equal to $4,000,000,000 minus the


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Management Redemption Amount by (ii) (x) an amount equal to $10.00 plus (y) an amount equal to (a) the interest earned on funds held in Vector’s trust account divided by (b) the number of Class A ordinary shares outstanding immediately prior to the Closing.

In connection with the foregoing and concurrently with the execution of the Merger Agreement, Vector entered into Subscription Agreements (the “Subscription Agreements”) with certain investors, including certain affiliates of Vector (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Vector has agreed to issue and sell to the PIPE Investors, an aggregate of 46,700,000 shares of New Rocket Lab Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $467,000,000, on the terms and subject to the conditions set forth in the Subscription Agreements (the “PIPE Financing”). The shares of New Rocket Lab Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Vector has granted the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

In addition to the Business Combination Proposal and the Domestication Proposal, you will also be asked to consider and vote upon (a) three (3) separate proposals (collectively the “Governing Documents Proposals”) to approve material differences between Vector’s second amended and restated memorandum and articles of association (the “Existing Governing Documents”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and the proposed new certificate of incorporation of New Rocket Lab (the “Proposed Certificate of Incorporation”) and the proposed new bylaws of New Rocket Lab (the “Proposed Bylaws”) upon the Domestication and Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively, (b) a proposal to approve, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of shares of New Rocket Lab Common Stock in connection with the Business Combination and the PIPE Financing (the “Nasdaq Proposal”), (c) a proposal to approve and adopt the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex H (the “Equity Incentive Plan Proposal”), (d) a proposal to approve and adopt the Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex I (the “Employee Stock Purchase Plan Proposal”), (e) a proposal to elect David Kennedy as director, such director to serve until the earlier of (i) the Closing or (ii) the 2024 annual general meeting and, in each case, until his successor is appointed and qualified (the “Director Proposal”) and (f) a proposal to adjourn the annual general meeting to a later date or dates (i) to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Vector shareholders, or (ii) in order to solicit additional proxies from Vector shareholders in favor of one or more of the proposals at the annual general meeting (the “Adjournment Proposal”).

The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal (collectively, the “Vector Shareholder Matters”) are approved at the annual general meeting. The Director Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including the Subscription Agreements, the Sponsor Letter Agreement, the Rocket Lab Stockholder Support Agreements, the Management Redemption Agreement and the Second Amended and Restated Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of Vector’s public shares (a “public shareholder”) may request that Vector redeem all or a portion of such public shares for cash if the Business Combination is consummated. In order to redeem public shares underlying units, holders of units must elect to separate their


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units into the underlying public shares and warrants prior to exercising redemption rights with respect to such public shares. Holders that hold their units in an account at a brokerage firm or bank must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), Vector’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Vector will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Vector’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on 28,700,000 shares subject to possible redemption as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of Vector Delaware common stock that will be redeemed immediately after consummation of the Business Combination. See “Annual General Meeting of Vector — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Initial Shareholders have, pursuant to the Sponsor Letter Agreement and the Insider Letter (each as defined in the accompanying proxy statement/prospectus), agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the annual general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders own 20.0% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement. In addition, in no event will Vector redeem public shares in an amount that would cause New Rocket Lab’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.

Vector is providing the accompanying proxy statement/prospectus and accompanying proxy card to Vector’s shareholders in connection with the solicitation of proxies to be voted at the annual general meeting and at any adjournments of the annual general meeting. Information about the annual general meeting, the Business Combination and other related business to be considered by Vector’s shareholders at the annual general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the annual general meeting, all of Vectors shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described inRisk Factorsbeginning on page 28 of the accompanying proxy statement/prospectus.


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After careful consideration, the board of directors of Vector has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Mergers, and “FOR” all other proposals presented to Vector’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Vector, you should keep in mind that Vector’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Vectors Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Domestication Proposal and the Governing Documents Proposals—Proposal C will each require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter. The approval of the other Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter. The approval of the Director Proposal requires the affirmative vote in person or represented by proxy of the holders of a majority of the outstanding Class B ordinary shares entitled to vote and actually cast thereon at the annual general meeting. Vector Acquisition Partners, L.P., our sponsor and holder of approximately 99.4% of our outstanding Class B ordinary shares, has informed us that it intends to vote in favor of the Director Proposal.

We expect that the record date relating to the approval of the First Merger by Vector Delaware stockholders will be the date of the annual general meeting, following our shareholders’ approval of the Vector Shareholder Matters. Assuming our shareholders have approved the Domestication Proposal and the Governing Documents Proposals, then, pursuant to Vector Delaware’s certificate of incorporation to be effective upon the Domestication, each stockholder 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, while each stockholder of record of Vector Delaware Class B common stock will be entitled to 10 votes per share. Under the DGCL, the First Merger will require the approval of holders of at least a majority of the voting power of the outstanding shares of Vector Delaware entitled to vote thereon. As a result of the voting power of the Vector Delaware Class B common stock, the approval of our Initial Shareholders, as the holders of such Vector Delaware Class B common stock, will be the only approval required to effect the First Merger. The purpose of utilizing this dual class structure is solely to reduce the administrative burden associated with effecting the First Merger. Following the consummation of the Business Combination, New Rocket Lab will have only one class of common stock, and all stockholders of New Rocket Lab will be entitled to the same number of votes per share on all matters to be considered by the New Rocket Lab stockholders.

Your vote is very important. Whether or not you plan to attend the annual general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the annual general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the annual general meeting. The Business Combination will be consummated only if the Vector Shareholder Matters are approved at the annual general meeting. Each of the Vector Shareholder Matters is cross-conditioned on the approval of each other. The Director Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the annual general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the annual general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining


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whether a quorum is present at the annual general meeting. If you are a shareholder of record and you attend the annual general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO VECTOR’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE ANNUAL GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of Vector’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,
Alex Slusky
Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated July 21, 2021 and is first being mailed to shareholders on or about July 21, 2021.


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Vector Acquisition Corporation

One Market Street

Steuart Tower, 23rd Floor

San Francisco, CA 94105

NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD AUGUST 20, 2021

TO THE SHAREHOLDERS OF VECTOR ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an annual general meeting of the shareholders (the “Annual General Meeting”) of Vector Acquisition Corporation, a Cayman Islands exempted company (“Vector”), will be held at 8:00 a.m., Pacific time, on August 20, 2021, at the offices of Kirkland & Ellis LLP located at 555 California Street, 27th Floor, San Francisco, California 94104. In the interest of public health, and due to the impact of the coronavirus (COVID-19), the annual general meeting may also be attended through a “virtual” or online method. You are cordially invited to attend the annual general meeting, which will be held for the following purposes:

 

   

Proposal No. 1 — The Business Combination Proposal: To consider and vote on a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of March 1, 2021, as amended by Amendment No. 1 thereto, dated May 7, 2021 and Amendment No. 2 thereto, dated June 25, 2021 (as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Vector, 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”), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, (a) Vector will deregister as an exempted company in the Cayman Islands and continue and domesticate as a corporation in the State of Delaware (the “Domestication” with Vector as of immediately following the Domestication, to be referred to as “Vector Delaware”), (b) Merger Sub will merge with and into Vector Delaware, with Vector Delaware surviving the merger as a wholly-owned subsidiary of Rocket Lab (the “First Merger”), and (c) Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger (the “Second Merger” and, together with the First Merger, the “Mergers”), and to approve the transactions contemplated thereby, including the Domestication, the Mergers and the PIPE Financing (such transactions collectively, the “Business Combination”).

 

   

Proposal No. 2 — The Domestication Proposal: To consider and vote on a proposal to approve by special resolution Vector’s transfer by way of continuation to Delaware pursuant to Article 190 of Vector’s second amended and restated memorandum and articles of association (the “Existing Governing Documents”) and Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and, immediately upon being de-registered in the Cayman Islands, Vector’s continuation and domestication as a corporation under the laws of the State of Delaware.

 

   

Proposal No. 3 — Governing Documents Proposals: To consider and vote on three (3) separate resolutions that the Existing Governing Documents be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation of Vector Delaware to be effective upon the Domestication and, following the Second Effective Time, the proposed certificate of New Rocket Lab (together, the “Proposed Certificate of Incorporation”), the Proposed Certificate of Incorporation (with differences between the proposed certificate of incorporation of Vector Delaware and the proposed certificate of incorporation of New Rocket Lab identified) is attached to the proxy statement/prospectus as Annex C, and the proposed new bylaws, a copy of which is attached to the proxy statement/prospectus as Annex D (the “Proposed Bylaws”) in each case in connection with the Domestication (such resolutions, collectively, the “Governing Documents Proposals”):


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Proposal No. 3 — Governing Documents Proposal A: To consider and vote on a proposal to approve by ordinary resolution the change in the authorized share capital of Vector from US$50,100 divided into (i) 450,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 2,500,000,000 shares of common stock, par value $0.0001 per share, of Vector Delaware and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Vector Delaware.

 

   

Proposal No. 3 — Governing Documents Proposal B: To consider and vote on a proposal to approve by ordinary resolution the removal of stockholders’ ability to take action by written consent in lieu of a meeting.

 

   

Proposal No. 3 — Governing Documents Proposal C: To consider and vote on a proposal to approve by special resolution the amendment and restatement of the Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), including (i) making New Rocket Lab’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act of 1933, as amended, (iii) providing that each share of Vector Delaware Class B common stock will be entitled to 10 votes per share prior to the effective time of the First Merger (which provision shall be removed and no longer be applicable upon consummation of the Business Combination) and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

 

   

Proposal No. 4 — The Nasdaq Proposal: To consider and vote on a proposal to approve by ordinary resolution, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New Rocket Lab Common Stock in connection with the Business Combination and the PIPE Financing.

 

   

Proposal No. 5 — The Equity Incentive Plan Proposal: To consider and vote on a proposal to approve by ordinary resolution the adoption of the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex H.

 

   

Proposal No. 6 — The Employee Stock Purchase Plan Proposal: To consider and vote on a proposal to approve by ordinary resolution the adoption of the Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex I.

 

   

Proposal No. 7 — The Director Proposal: For the holders of Class B ordinary shares to consider and vote on a proposal to approve by ordinary resolution the election of David Kennedy as a director, such director to serve until the earlier of (i) the Closing or (ii) the 2024 annual general meeting and, in each case, until his successor is appointed and qualified.

 

   

Proposal No. 8 — The Adjournment Proposal: To consider and vote on a proposal to approve by ordinary resolution the adjournment of the annual general meeting to a later date or dates (i) to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to Vector’s shareholders or (ii) in order to solicit additional proxies from Vector shareholders in favor of one or more of the proposals at the annual general meeting.

Each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal is conditioned on the approval and adoption of each of the other Vector Shareholder Matters. The Director Proposal and the Adjournment Proposal are not conditioned on any other proposal.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.


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Only holders of record of ordinary shares at the close of business on June 30, 2021 are entitled to notice of and to vote and have their votes counted at the annual general meeting and any adjournment of the annual general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to Vector’s shareholders in connection with the solicitation of proxies to be voted at the annual general meeting and at any adjournment of the annual general meeting. Whether or not you plan to attend the annual general meeting, all of Vectors shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in Risk Factors beginning on page 28 of this proxy statement/prospectus.

After careful consideration, the board of directors of Vector has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Domestication and the Mergers, and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Domestication and the Mergers, and “FOR” all other proposals presented to Vector’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Vector, you should keep in mind that Vector’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Vectors Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a public shareholder may request that Vector redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (i)

(a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Vector’s transfer agent, in which you (i) request that Vector redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (iii)

deliver your public shares to Continental, Vector’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 8:00 a.m., Pacific time, on August 18, 2021 (two business days before the annual general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Vector’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, New Rocket Lab will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Vector’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, this would have


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amounted to approximately $10.00 per issued and outstanding public share, based on 28,700,000 shares subject to possible redemption as of March 31, 2021. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of Vector Delaware common stock that will be redeemed immediately after consummation of the Business Combination. See “Annual General Meeting of Vector — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Our Initial Shareholders have, pursuant to the Sponsor Letter Agreement and the Insider Letter (each as defined in the accompanying proxy statement/prospectus), agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the annual general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own 20.0% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement. In addition, in no event will Vector redeem public shares in an amount that would cause New Rocket Lab’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.

The approval of the Domestication Proposal and the Governing Documents Proposals—Proposal C will each require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of the Governing Documents Proposals – Proposal A, the Governing Documents Proposals – Proposal B, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter. The approval of the Director Proposal requires an ordinary resolution of the Class B ordinary shareholders under Cayman Islands law, being the affirmative vote in person or represented by proxy of the holders of a majority of the outstanding Class B ordinary shares entitled to vote and actually cast thereon at the annual general meeting. Vector Acquisition Partners, L.P., our sponsor and holder of approximately 99.4% of our outstanding Class B ordinary shares, has informed us that it intends to vote in favor of the Director Proposal.

We expect that the record date relating to the approval of the First Merger by Vector Delaware stockholders will be the date of the annual general meeting, following our shareholders’ approval of the Vector Shareholder Matters. Assuming our shareholders have approved the Domestication Proposal and the Governing Documents Proposals, then, pursuant to Vector Delaware’s certificate of incorporation to be effective upon the Domestication, each stockholder 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, while each stockholder of record of Vector


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Delaware Class B common stock will be entitled to 10 votes per share. Under the DGCL, the First Merger will require the approval of holders of at least a majority of the voting power of the outstanding shares of Vector Delaware entitled to vote thereon. As a result of the voting power of the Vector Delaware Class B common stock, the approval of our Initial Shareholders, as the holders of such Vector Delaware Class B common stock, will be the only approval required to effect the First Merger. The purpose of utilizing this dual class structure is solely to reduce the administrative burden associated with effecting the First Merger. Following the consummation of the Business Combination, New Rocket Lab will have only one class of common stock, and all stockholders of New Rocket Lab will be entitled to the same number of votes per share on all matters to be considered by the New Rocket Lab stockholders.

Your vote is very important. Whether or not you plan to attend the annual general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the annual general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the annual general meeting. The Business Combination will be consummated only if the Vector Shareholder Matters are approved at the annual general meeting. Each of the Vector Shareholder Matters is cross-conditioned on the approval of each other. The Director Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the annual general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the annual general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the annual general meeting. If you are a shareholder of record and you attend the annual general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing VACQ.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Vector Acquisition Corporation,

Alex Slusky

Chairman of the Board of Directors

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO VECTOR’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE ANNUAL GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.


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TABLE OF CONTENTS

 

     Page  

ADDITIONAL INFORMATION

     iii  

TRADEMARKS

     iii  

SELECTED DEFINITIONS

     iv  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     ix  

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF VECTOR

     xii  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     1  

RISK FACTORS

     28  

ANNUAL GENERAL MEETING OF VECTOR

     74  

APPRAISAL RIGHTS

     81  

BUSINESS COMBINATION PROPOSAL

     87  

DOMESTICATION PROPOSAL

     120  

GOVERNING DOCUMENTS PROPOSALS

     123  

GOVERNING DOCUMENTS PROPOSAL A — APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED SHARE CAPITAL, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS

     126  

GOVERNING DOCUMENTS PROPOSAL B — APPROVAL OF PROPOSAL REGARDING THE ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN CONSENT, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS

     129  

GOVERNING DOCUMENTS PROPOSAL C — APPROVAL OF OTHER CHANGES IN CONNECTION WITH ADOPTION OF THE PROPOSED GOVERNING DOCUMENTS

     131  

NASDAQ PROPOSAL

     135  

EQUITY INCENTIVE PLAN PROPOSAL

     137  

EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

     142  

ADJOURNMENT PROPOSAL

     148  

U.S. FEDERAL INCOME TAX CONSIDERATIONS

     149  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     164  

INFORMATION ABOUT VECTOR

     178  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VECTOR

     192  

INFORMATION ABOUT ROCKET LAB

     196  

ROCKET LAB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     208  

MANAGEMENT OF NEW ROCKET LAB FOLLOWING THE BUSINESS COMBINATION

     227  

BENEFICIAL OWNERSHIP OF SECURITIES

     241  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     251  

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

     257  

DESCRIPTION OF NEW ROCKET LAB SECURITIES

     261  

SECURITIES ACT RESTRICTIONS ON RESALE OF NEW ROCKET LAB COMMON STOCK

     273  

NEW ROCKET LAB STOCKHOLDER PROPOSALS AND NOMINATIONS

     275  

VECTOR SHAREHOLDER COMMUNICATIONS

     276  

LEGAL MATTERS

     277  

EXPERTS

     277  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     277  

ENFORCEABILITY OF CIVIL LIABILITY

     277  

TRANSFER AGENT AND REGISTRAR

     277  

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

     278  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

i


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ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning Vector, without charge, by written request to Vector Acquisition Corporation, One Market Street, Steuart Tower, 23rd Floor, San Francisco, California 94105, or by telephone request at (415) 293-5000; or Morrow Sodali, LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing VACQ.info@investor.morrowsodali.com or from the SEC through the SEC website at http://www.sec.gov.

In order for Vector’s shareholders to receive timely delivery of the documents in advance of the annual general meeting of Vector to be held on August 20, 2021, you must request the information no later than five business days prior to the date of the annual general meeting, by August 13, 2021.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

iii


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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, the following terms shall have the following meanings:

 

   

Aggregate Share Consideration” means the quotient obtained by dividing (i) an amount equal to $4,000,000,000 minus the Management Redemption Amount by (ii) (x) an amount equal to $10.00 plus (y) an amount equal to (a) the interest earned on funds held in the trust account divided by (b) the number of Class A ordinary shares outstanding immediately prior to the Closing;

 

   

annual general meeting” means the annual general meeting of Vector at 8:00 a.m., Pacific time, on August 20, 2021, at the offices of Kirkland & Ellis LLP located at 555 California Street, 27th Floor, San Francisco, California 94104, and via a virtual meeting, unless the annual general meeting is adjourned, or at such other time, on such other date and at such other place to which the meeting may be adjourned;

 

   

Assumed Units” means units of Rocket Lab, each unit consisting of one share of Rocket Lab Common Stock and one-third of one warrant of Rocket Lab to purchase one share of Rocket Lab Common Stock, which will be issued to holders of Vector Units in connection with the First Merger;

 

   

Assumed Warrants” means warrants of Rocket Lab to purchase Rocket Lab Common Stock, which will be issued to holders of Vector Delaware warrants in connection with the First Merger;

 

   

Business Combination” means the transactions contemplated by the Merger Agreement, including the Domestication, the Mergers and the PIPE Financing;

 

   

Cayman Islands Companies Act” means the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time;

 

   

Charter Amendment” means the amended and restated certificate of incorporation of Rocket Lab entered into concurrently with the Domestication;

 

   

Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of Vector prior to the Domestication, which will automatically convert into an equal number of shares of Vector Delaware Class A common stock in connection with the Domestication;

 

   

Class B ordinary shares” or “founder shares” means the 8,000,000 Class B ordinary shares, par value $0.0001 per share, of Vector outstanding as of the date of this proxy statement/prospectus that were initially issued to our Sponsor (a portion of which were subsequently transferred to the other Initial Shareholders) in a private placement prior to our initial public offering, and, in connection with the Domestication, will automatically convert into an equal number of shares of Vector Delaware Class B common stock;

 

   

Closing” means the closing of the Business Combination;

 

   

Closing Date” means the date that is no later than the third (3rd) business day after the satisfaction or waiver of the conditions described under the section entitled “Business Combination Proposal — The Merger AgreementConditions to Closing of the Business Combination” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or such other date as Vector and Rocket Lab may agree in writing;

 

   

Continental” means Continental Stock Transfer & Trust Company;

 

   

Domestication” means the transfer by way of continuation and deregistration of Vector from the Cayman Islands and the continuation and domestication of Vector as a corporation incorporated in the State of Delaware;

 

   

Earnout Shares” means the shares of New Rocket Lab Common Stock issuable to the Rocket Lab Holders as earn-out consideration if the closing price of New Rocket Lab Common Stock is equal to or

 

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greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, which in the aggregate will equal the product obtained by multiplying (i) the Aggregate Share Consideration (computed without the deduction for the Management Redemption Shares/Options) by (ii) 8%.

 

   

Equity Incentive Plan” means the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Equity Incentive Plan Proposal;

 

   

ESPP” means the Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan to be considered for adoption and approval by the shareholders pursuant to the Employee Stock Purchase Plan Proposal;

 

   

Exchange Ratio” means the quotient obtained by dividing (i) the Aggregate Share Consideration by (ii) the aggregate number of shares of Rocket Lab Common Stock outstanding immediately prior to the Charter Amendment on a fully diluted basis (other than the Management Redemption Shares/Options) calculated in the manner set forth in the Merger Agreement. For purposes of this proxy statement/prospectus, including with respect to the ownership percentages in New Rocket Lab following the Business Combination and the pro forma financial information, we have assumed an estimated Exchange Ratio of 9.0568.

 

   

Existing Governing Documents” means the second amended and restated memorandum and articles of association of Vector;

 

   

First Effective Time” means the time at which the First Merger becomes effective;

 

   

First Merger” means the merger of Merger Sub with and into Vector Delaware pursuant to the Merger Agreement, with Vector Delaware surviving the merger as a wholly-owned subsidiary of Rocket Lab;

 

   

GAAP” means the United States generally accepted accounting principles, consistently applied;

 

   

initial public offering” means Vector’s initial public offering that was consummated on September 29, 2020;

 

   

Initial Shareholders” means the Sponsor and Vector’s two independent directors who hold Class B ordinary shares;

 

   

Insider Letter” means that certain letter agreement, dated as of September 24, 2020, among the underwriters in Vector’s initial public offering, Vector and Vector’s officers and directors;

 

   

Management Redemption Agreement” means that certain management redemption agreement, dated as of June 17, 2021, among Rocket Lab and certain members of its management pursuant to which Rocket Lab has agreed to redeem from such individuals the Management Redemption Shares/Options for the Management Redemption Amount;

 

   

Management Redemption Amount” means $40,000,000, the aggregate purchase price for the redemptions of Management Redemption Shares/Options;

 

   

Management Redemption Shares/Options” means the shares of Rocket Lab Common Stock and options to purchase shares of Rocket Lab Common Stock held by certain members of Rocket Lab’s management that will be redeemed by Rocket Lab prior to the Closing;

 

   

Merger Agreement” means that certain Agreement and Plan of Merger, dated as of March 1, 2021, as amended by Amendment No. 1 thereto, dated May 7, 2021 and Amendment No. 2, thereto dated June 25, 2021 (as may be further amended, supplemented or otherwise modified from time to time), by and among Vector, Rocket Lab and Merger Sub;

 

   

Mergers” means the First Merger and the Second Merger;

 

   

Merger Sub” refers to Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Rocket Lab;

 

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Minimum Available Cash Condition” means the condition to Rocket Lab’s obligation to consummate the Business Combination that the amount of cash available in the trust account immediately prior to Closing, after deducting the amounts required to satisfy redemptions (but prior to payment of any transaction costs of Vector and Rocket Lab), plus the proceeds from the PIPE Financing actually received by Vector prior to or substantially concurrently with the Closing is equal to or greater than $500,000,000;

 

   

Nasdaq” means The Nasdaq Stock Market LLC;

 

   

New Rocket Lab” means Vector Acquisition Corporation, a Delaware corporation, immediately after giving effect to the Mergers and its name change to “Rocket Lab USA, Inc.”;

 

   

New Rocket Lab Board” means the board of directors of New Rocket Lab;

 

   

New Rocket Lab Common Stock” means the common stock, par value $0.0001 per share, of New Rocket Lab;

 

   

New Rocket Lab unit” means units of New Rocket Lab, each unit consisting of one share of New Rocket Lab Common Stock and one-third of one warrant of New Rocket Lab to purchase one share of New Rocket Lab Common Stock, which will be issued to holders of Assumed Units in connection with the Second Merger;

 

   

New Rocket Lab Warrants” means the warrants of New Rocket Lab to purchase New Rocket Lab Common Stock issuable to holders of Rocket Lab New Warrants and Assumed Warrants outstanding and unexercised immediately prior to the Second Effective Time;

 

   

Order” means any award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree or ruling entered, issued, made or rendered by any governmental entity that possesses competent jurisdiction;

 

   

ordinary shares” refer to Vector’s Class A ordinary shares and Class B ordinary shares;

 

   

Person” means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or governmental entity;

 

   

PIPE Financing” means the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for an aggregate of 46,700,000 shares of New Rocket Lab Common Stock for an aggregate purchase price of $467,000,000 to be consummated in connection with the Closing;

 

   

PIPE Investors” means the investors who agreed to participate in the PIPE Financing and entered into the Subscription Agreements;

 

   

private placement shares” means Vector’s Class A ordinary shares underlying the private placement warrants;

 

   

private placement warrants” means the 5,600,000 private placement warrants outstanding as of the date of this proxy statement/ prospectus that were issued to our Sponsor as part of the initial public offering, which are substantially identical to the public warrants sold as part of the units in the initial public offering, subject to certain limited exceptions;

 

   

pro forma” means giving pro forma effect to the Business Combination, including the Domestication, the Mergers and the PIPE Financing;

 

   

Proposed Bylaws” means the proposed bylaws of Vector Delaware to be effective upon the Domestication, and which will become the bylaws of New Rocket Lab upon the consummation of the Second Merger, attached to this proxy statement/prospectus as Annex D;

 

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Proposed Certificate of Incorporation” means, prior to the First Effective Time, the proposed certificate of incorporation of Vector Delaware to be effective upon the Domestication and, following the Second Effective Time, the proposed certificate of incorporation of New Rocket Lab. The Proposed Certificate of Incorporation (with differences between the proposed certificate of incorporation of Vector Delaware and the proposed certificate of incorporation of New Rocket Lab identified) is attached to this proxy statement/prospectus as Annex C;

 

   

Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws;

 

   

public shareholders” means holders of public shares, whether acquired in Vector’s initial public offering or acquired in the secondary market;

 

   

public shares” means the currently outstanding 32,000,000 Class A ordinary shares of Vector, whether acquired in Vector’s initial public offering or acquired in the secondary market;

 

   

public warrants” means the currently outstanding 10,666,666 redeemable warrants to purchase Class A ordinary shares of Vector that were issued by Vector in its initial public offering;

 

   

redemption” means each redemption of public shares for cash pursuant to the Existing Governing Documents;

 

   

Rocket Lab” means Rocket Lab USA, Inc., a Delaware corporation, prior to the consummation of the Business Combination;

 

   

Rocket Lab Acquisition Transaction” means any transaction or series of related transactions (other than the Business Combination) involving, directly or indirectly, (a) any merger, consolidation, amalgamation, share exchange, business combination, joint venture, reorganization or other similar transaction involving the Rocket Lab Group; (b) any transaction (i) in which any person or “group” (as defined in the Exchange Act and the rules thereunder) of persons acquires beneficial or record ownership of securities (or instruments convertible into or exercisable or exchangeable for, such securities) representing 25% or more of the outstanding voting power of the Rocket Lab Group; or (ii) in which the Rocket Lab Group issues securities (or instruments convertible into or exercisable or exchangeable for, such securities) representing 25% or more of the outstanding voting power of the Rocket Lab Group (after giving effect to such transaction); (c) any sale, exchange, transfer, acquisition or disposition of 25% or more of the assets of the Rocket Lab Group or of any business or businesses that constitute or account for 25% or more of the revenues or income of the Rocket Lab Group; (d) any tender offer or exchange offer that if consummated would result in any person or “group” (as defined in the Exchange Act and the rules thereunder) of persons acquiring beneficial or record ownership of securities (or instruments convertible into or exercisable or exchangeable for such securities) representing 25% or more of the outstanding voting power of the Rocket Lab Group; or (e) any combination of the foregoing types of transaction if the sum of the percentage of the voting power of the Rocket Lab Group or of the revenues, income or assets of the Rocket Lab Group involved is 25% or more.

 

   

Rocket Lab Common Stock” means common stock of Rocket Lab, par value $0.0001 per share, after giving effect to the Charter Amendment;

 

   

Rocket Lab Group” means Rocket Lab and each of its subsidiaries;

 

   

Rocket Lab Holders” means the holders of Rocket Lab’s equity securities, including options, warrants, restricted stock units and other rights to acquire stock of Rocket Lab (other than pursuant to the Mergers), immediately following the Charter Amendment but prior to the First Effective Time;

 

   

Rocket Lab New Warrant” means each new Rocket Lab Warrant to purchase a number of shares of Rocket Lab Common Stock, with the applicable exercise price per share determined in accordance with the Merger Agreement, that will be issued by Rocket Lab in connection with the Charter Amendment;

 

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SEC” means the Securities and Exchange Commission;

 

   

Second Effective Time” means the time at which the Second Merger becomes effective;

 

   

Second Merger” means the merger of Rocket Lab with and into Vector Delaware pursuant to the Merger Agreement, with Vector Delaware surviving the merger;

 

   

Securities Act” means the Securities Act of 1933, as amended;

 

   

Sponsor” means Vector Acquisition Partners, L.P., a Cayman Islands exempted limited partnership;

 

   

Subscription Agreements” means the subscription agreements, entered into by Vector and each of the PIPE Investors in connection with the PIPE Financing;

 

   

transfer agent” means Continental, Vector’s transfer agent;

 

   

trust account” means the trust account established at the consummation of Vector’s initial public offering that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;

 

   

units” means the units of Vector, each unit consisting of one Class A ordinary share and one-third of one warrant, with such whole warrant representing the right to acquire one Class A ordinary share, that were offered and sold by Vector in its initial public offering and in its concurrent private placement;

 

   

Vector” and, except as otherwise specified in specific sections, “we,” “us” or “our” means Vector Acquisition Corporation, a Cayman Islands exempted company, prior to giving effect to the Domestication;

 

   

Vector Board” means Vector’s board of directors;

 

   

Vector Delaware” means Vector Acquisition Corporation, a Delaware corporation, immediately after giving effect to the Domestication;

 

   

Vector Delaware Class A common stock” means Class A common stock of Vector Delaware, par value $0.0001 per share, which will be issued to holders of our Class A ordinary shares in connection with the Domestication;

 

   

Vector Delaware Class B common stock” means Class B common stock of Vector Delaware, par value $0.0001 per share, which will be issued to holders of our Class B ordinary shares in connection with the Domestication;

 

   

Vector Delaware common stock” means Vector Delaware Class A common stock and Vector Delaware Class B common stock;

 

   

Vector Delaware units” means units of Vector Delaware, each unit consisting of one share of Vector Delaware Class A common stock and one-third of one Vector Delaware warrant, which will be issued to holders of units in connection with the Domestication;

 

   

Vector Delaware warrants” means warrants of Vector Delaware to purchase Vector Delaware Class A common stock, which will be issued to holders of warrants in connection with the Domestication;

 

   

Vector Shareholder Matters” means (1) the Business Combination Proposal, (2) the Domestication Proposal, (3) the Governing Documents Proposals, (4) the Nasdaq Proposal, (5) the Equity Incentive Plan Proposal and (5) the Employee Stock Purchase Plan Proposal, collectively;

 

   

Vector warrant agreement” means the warrant agreement, dated September 29, 2020, between Vector and Continental, as warrant agent, which sets forth the expiration and exercise price of and procedure for exercising the warrants; and

 

   

warrants” means the public warrants and the private placement warrants.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to Rocket Lab has been provided by Rocket Lab and its management, and such forward-looking statements include statements relating to the expectations, hopes, beliefs, intentions or strategies regarding the future of Rocket Lab and its management team, including those relating to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “could,” “expect,” “intends,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “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. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

   

our ability to complete the Business Combination with Rocket Lab or, if we do not consummate such Business Combination, any other initial business combination;

 

   

satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our shareholders of the Vector Shareholder Matters being obtained; (ii) the applicable waiting period under the Hart-Scott-Rodino Act of 1976 (the “HSR Act”) relating to the Merger Agreement having expired or been terminated; (iii) the Minimum Available Cash Condition; and (iv) the shares of New Rocket Lab Common Stock having been approved for listing on the Nasdaq, subject only to the requirement to have a sufficient number of round lot holders and official notice of issuance;

 

   

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against Vector and Rocket Lab following the announcement of the Merger Agreement and the transactions contemplated therein, that could give rise to the termination of the Merger Agreement;

 

   

New Rocket Lab’s financial and business performance following the Business Combination, including financial projections and business metrics;

 

   

the ability to obtain and/or maintain the listing of the New Rocket Lab Common Stock and the New Rocket Lab Warrants on Nasdaq, and the potential liquidity and trading of such securities;

 

   

the amount of redemptions made by public shareholders;

 

   

the effect of the announcement or pendency of the proposed Business Combination on Rocket Lab’s business relationships, operating results and business generally;

 

   

the risk that the proposed Business Combination disrupts current plans and operations of Rocket Lab as a result of the announcement and consummation of the proposed Business Combination;

 

   

the risk that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Vector’s securities;

 

   

the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the adoption of the Merger Agreement by the shareholders of Vector;

 

   

the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of New Rocket Lab to grow and manage growth profitably and retain its key employees;

 

   

changes in the competitive and highly regulated industries in which Rocket Lab plans to operate, variations in operating performance across competitors, changes in laws and regulations affecting Rocket Lab’s business and changes in the combined capital structure;

 

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costs related to the proposed Business Combination;

 

   

changes in applicable laws or regulations;

 

   

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination, and New Rocket Lab’s ability to attract and retain key personnel;

 

   

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

 

   

any inability of New Rocket Lab to operate its Electron Launch Vehicle (“Electron”) at its anticipated launch rate could adversely impact our business, financial condition and results of operations;

 

   

forecasts regarding long-term end-customer adoption rates and demand for New Rocket Lab’s products in markets that are new and rapidly evolving;

 

   

the ability to implement business plans, forecasts and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities;

 

   

the risk of downturns in the commercial launch services, satellite and spacecraft industry;

 

   

New Rocket Lab’s ability to anticipate changes in the markets for rocket launch services, mission services, spacecraft and spacecraft components;

 

   

macroeconomic conditions resulting from the global COVID-19 pandemic;

 

   

the anticipated growth rates and market opportunities of New Rocket Lab;

 

   

the period over which New Rocket Lab anticipates its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements;

 

   

the potential for New Rocket Lab’s business development efforts to maximize the potential value of its portfolio;

 

   

New Rocket Lab’s ability to attract and retain key personnel;

 

   

New Rocket Lab’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

 

   

the inability to develop and maintain effective internal controls;

 

   

the diversion of management’s attention and consumption of resources as a result of potential acquisitions of other companies;

 

   

failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

 

   

cyber-attacks and security vulnerabilities;

 

   

the effect of the COVID-19 pandemic on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic; and

 

   

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Rocket Lab. There can be no assurance that future developments affecting us and/or Rocket Lab will be those that we and/or Rocket Lab have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Rocket Lab) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk

 

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Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor Rocket Lab undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the annual general meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

 

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF VECTOR

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the annual general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Vector’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the annual general meeting, which will be held at 8:00 a.m., Pacific time, on August 20, 2021, at the offices of Kirkland & Ellis LLP, located at 555 California Street, 27th Floor, San Francisco, California 94104, and via a virtual meeting, unless the annual general meeting is adjourned.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Vector shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Merger Agreement, among other things:

 

   

in connection with the Domestication, (i) Vector’s Class A ordinary shares and Class B ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of Vector Delaware Class A common stock and Vector Delaware Class B common stock, respectively; (ii) Vector’s warrants to purchase Class A ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of Vector Delaware warrants and (iii) Vector’s units that have not been separated into Class A ordinary shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of Vector Delaware units;

 

   

concurrently with the Domestication, Rocket Lab will enter into the Charter Amendment, and in connection therewith, among other things, (i) each issued and outstanding share of Rocket Lab preferred stock will convert into shares of Rocket Lab Common Stock, in accordance with the terms thereof; (ii) each issued and outstanding share of Rocket Lab Common Stock (after giving effect to the conversion contemplated by clause (i)) will convert automatically into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio and (iii) each then issued and outstanding Rocket Lab Warrant will convert into a Rocket Lab New Warrant for a number of shares of Rocket Lab Common Stock and with the applicable exercise price per share determined in accordance with the Merger Agreement;

 

   

Rocket Lab has entered into the Management Redemption Agreement with certain members of its management pursuant to which Rocket Lab will redeem the Management Redemption Shares/Options for an aggregate purchase price equal to the Management Redemption Amount;

 

   

immediately following the Domestication, Merger Sub will merge with and into Vector Delaware, with Vector Delaware surviving the merger as a wholly owned subsidiary of Rocket Lab, and in connection therewith, (i) the shares of Vector Delaware common stock (other than any treasury shares, shares held by Vector Delaware or any dissenting shares) issued and outstanding immediately prior to the First Effective Time will convert into an equal number of shares of Rocket Lab Common Stock; (ii) the Vector Delaware warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of Assumed Warrants and (iii) the Vector Delaware units that are outstanding immediately prior to the First Effective Time will convert into an equal number of Assumed Units; and

 

   

immediately following the First Effective Time, Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger, and in connection therewith, among other things, (i) the shares of Rocket Lab Common Stock (other than any treasury shares, shares held by Rocket Lab or dissenting shares) issued and outstanding immediately prior to the Second Effective Time will convert

 

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into an equal number of shares of New Rocket Lab Common Stock; (ii) the Rocket Lab New Warrants and the Assumed Warrants outstanding and unexercised immediately prior to the Second Effective Time will convert into an equal number of New Rocket Lab warrants; and (iii) each Assumed Unit that is outstanding immediately prior to the Second Effective Time will automatically be converted into a New Rocket Lab unit that, upon the Closing, will be cancelled and will entitle the holder thereof to one share of New Rocket Lab Common Stock and one-third of one warrant, with each whole warrant representing the right to purchase one share of New Rocket Lab Common Stock.

In addition to the above consideration, if the closing price of New Rocket Lab Common Stock is equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, the Rocket Lab Holders will be entitled to receive additional shares of New Rocket Lab Common Stock equal to 8% of the Aggregate Share Consideration (computed without the deduction for the Management Redemption Shares/Options). For further details, see “Business Combination Proposal — Consideration to Rocket Lab Holders in the Business Combination” and “Domestication Proposal”.

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Merger Agreement in its entirety.

The approval of the Domestication Proposal and the Governing Documents Proposals—Proposal C will each require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of the Business Combination Proposal, the Governing Documents Proposals – Proposal A, the Governing Documents Proposals – Proposal B, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter. The approval of the Director Proposal requires an ordinary resolution of the Class B ordinary shareholders under Cayman Islands law, being the affirmative vote in person or represented by proxy of the holders of a majority of the outstanding Class B ordinary shares entitled to vote and actually cast thereon at the annual general meeting.

The Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the Existing Governing Documents of Vector?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q:

What proposals are shareholders of Vector being asked to vote upon?

 

A:

At the annual general meeting, Vector is asking holders of its ordinary shares to consider and vote upon the following proposals:

 

   

The Business Combination Proposal: To consider and vote on a proposal to approve by ordinary resolution and adopt the Merger Agreement and to approve the transactions contemplated thereby, including the Business Combination.

 

   

The Domestication Proposal: To consider and vote on a proposal to approve by special resolution the Domestication.

 

   

Governing Documents Proposals: To consider and vote on three (3) separate resolutions that the Existing Governing Documents be amended and restated by the deletion in their entirety and the

 

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substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws, in each case in connection with the Domestication:

 

   

Governing Documents Proposal A: To consider and vote on a proposal to approve by ordinary resolution the change in the authorized share capital of Vector from US$50,100 divided into (i) 450,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 2,500,000,000 shares of common stock, par value $0.0001 per share, of Vector Delaware and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Vector Delaware.

 

   

Governing Documents Proposal B: To consider and vote on a proposal to approve by ordinary resolution the removal of stockholders’ ability to take action by written consent in lieu of a meeting.

 

   

Governing Documents Proposal C: To consider and vote on a proposal to approve by special resolution the amendment and restatement of the Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including (i) making New Rocket Lab’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act of 1933, as amended, (iii) providing that each share of Vector Delaware Class B common stock will be entitled to 10 votes per share prior to the First Effective Time (which provision shall be removed and no longer be applicable upon consummation of the Business Combination) and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

 

   

The Nasdaq Proposal: To consider and vote on a proposal to approve by ordinary resolution, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New Rocket Lab Common Stock in connection with the Business Combination and the PIPE Financing.

 

   

The Equity Incentive Plan Proposal: To consider and vote on a proposal to approve by ordinary resolution the adoption of the Equity Incentive Plan.

 

   

The Employee Stock Purchase Plan Proposal: To consider and vote on a proposal to approve by ordinary resolution the adoption of the ESPP.

 

   

The Director Proposal: For the holders of Class B ordinary shares to consider and vote on a proposal to elect David Kennedy as director, such director to serve until the earlier of (i) the Closing or (ii) the 2024 annual general meeting and, in each case, until his successor is appointed and qualified.

 

   

The Adjournment Proposal: To consider and vote on a proposal to approve by ordinary resolution the adjournment of the annual general meeting to a later date or dates (i) to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to Vector’s shareholders or (ii) in order to solicit additional proxies from Vector shareholders in favor of one or more of the proposals at the annual general meeting.

If our shareholders do not approve each of the Vector Shareholder Matters, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. For more information, please see “Business Combination Proposal,” “Domestication Proposal,” “Governing Documents Proposals,” “Nasdaq Proposal,” “Equity Incentive Plan Proposal,” “Employee Stock Purchase Plan Proposal,” “Director Proposal” and “Adjournment Proposal.”

Vector will hold the annual general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the annual general meeting. Shareholders of Vector should read it carefully.

 

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After careful consideration, the Vector Board has determined that the Business Combination Proposal, the Domestication Proposal, each of the Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Proposal and Adjournment Proposal are in the best interests of Vector and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Vector’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Vector and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Vector’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Vectors Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

What interests do Vector’s sponsor, directors and officers own in Vector? What is the current value of these interests and what return will Vector’s sponsor, directors and officers realize on these interests in the Business Combination?

 

A:

Prior to Vector’s initial public offering, the Sponsor purchased 8,625,000 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. Subsequently, the Sponsor transferred 25,000 Class B ordinary shares to each of John Herr and David Kennedy, Vector’s independent directors. Additionally, the Sponsor purchased 5,333,333 private placement warrants simultaneously with the consummation of Vector’s initial public offering for an aggregate purchase price of $8.0 million. Following Vector’s initial public offering, in connection with the underwriters’ partial exercise of the overallotment option, the Sponsor forfeited 625,000 Class B ordinary shares and purchased an additional 266,667 private placement warrants for an additional $400,000.

If Vector does not consummate a business combination by the liquidation date, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 8,000,000 Class B ordinary shares owned by the Initial Shareholders would be worthless because following the redemption of the public shares, Vector would likely have few, if any, net assets and because the Initial Shareholders have agreed to waive their respective rights to liquidating distributions from the trust account in respect of the 8,000,000 Class B ordinary shares held by them if Vector fails to complete a business combination within the required period. Additionally, in such event, the 5,600,000 private placement warrants purchased by the Sponsor for an aggregate purchase price of $8.4 million, will also expire worthless.

The 7,950,000 Class B ordinary shares held by the Sponsor and the 50,000 Class B ordinary shares held by Vector’s independent directors will automatically convert to an equal number of shares of Vector Delaware Class B common stock in the Domestication. Following the consummation of the Business Combination, the 7,950,000 shares of Vector Delaware Class B common stock held by the Sponsor and the 50,000 shares of Vector Delaware Class B common stock held by Vector’s independent directors will convert into an equal number of shares of New Rocket Lab Common Stock. New Rocket Lab will have only one class of common stock, and all stockholders of New Rocket Lab will be entitled to the same number of votes per share on all matters to be considered by the New Rocket Lab stockholders. It is anticipated that, upon completion of the Business Combination, the Sponsor’s and each of Vector’s independent directors’ shares of New Rocket Lab Common Stock would have an aggregate market value of $79,500,000 and $250,000, respectively, assuming a share price of $10.00 at the closing of the Business Combination. The Sponsor’s and each of Vector’s independent directors’ shares would have an aggregate market value of approximately $85,860,000 and approximately $270,000 based upon the closing price of $10.80 per Class A ordinary share

 

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on Nasdaq on July 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares will be subject to certain restrictions, including those described above and on their transfer, Vector believes such shares have less value. The 5,600,000 New Rocket Lab Warrants which will be issued to the Sponsor for its 5,600,000 private placement warrants in connection with the Mergers, assuming they had the same value as the public warrants, would have an aggregate market value of approximately $18,928,000 based upon the closing price of $3.38 per public warrant on Nasdaq on July 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

Q:

Why is Vector proposing the Business Combination?

 

A:

Vector is a blank check company incorporated on July 28, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (our “initial business combination”). Based on Vector’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

Vector has identified several general criteria and guidelines to evaluate prospective acquisition opportunities. Vector has sought to acquire a business or company that: (i) operates in an attractive industry; (ii) has a defensible core business, sustainable revenues and established customer relationships; (iii) has strong product capabilities that offers an attractive value proposition to customers; (iv) has a capable, talented management team who are experts in its industry; (v) can benefit from Vector’s expertise and value creation initiatives; and (vi) has reached a point in its lifecycle where a change in the capital structure can facilitate additional constructive growth through investments or acquisitions.

Based on Vector’s due diligence investigations of Rocket Lab and the industry in which it operates, including the financial and other information provided by Rocket Lab in the course of negotiations, the Vector Board believes that Rocket Lab meets the general criteria and guidelines listed above. However, there is no assurance of this. See “Business Combination Proposal — The Vector Board’s Reasons for the Business Combination.”

Although the Vector Board believes that the Business Combination with Rocket Lab presents a unique business combination opportunity and is in the best interests of Vector and its shareholders, the Vector Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal — The Vector Board’s Reasons for the Business Combination” and “Risk Factors — Risks Related to the Business Following the Business Combination.”

 

Q:

Did the Vector Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

No. The Vector Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, Vector’s management, the members of the Vector Board and other representatives of Vector have substantial experience in evaluating the operating and financial merits of companies engaged in the energy industry and reviewed certain financial information of Rocket Lab and compared it to certain publicly traded companies, selected based on the experience and the professional judgment of Vector’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of Vector’s management and the Vector Board in valuing Rocket Lab’s business and assuming the risk that Vector’s management and the Vector Board may not have properly valued such business.

 

Q:

What will Rocket Lab’s equityholders receive in return for the Business Combination with Vector?

 

A:

In accordance with the terms and subject to the conditions of the Merger Agreement, (A) immediately prior to the Business Combination, (i) each of the outstanding shares of common stock and preferred stock of

 

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  Rocket Lab will be converted into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio, which is determined on the basis of an implied Rocket Lab fully diluted equity value of $4.0 billion and the Implied Vector Share Price, and (ii) corresponding adjustments will be made to all outstanding restricted stock units, warrants, options and other rights to acquire Rocket Lab stock to reflect such conversion, including adjustments to the number of shares and, if applicable, purchase price per share of the shares subject to such restricted stock units, warrants, options and other rights, and (B) at the Second Effective Time, (i) each outstanding share of Rocket Lab Common Stock will be converted into a right to receive, on a one-for-one basis, one share of New Rocket Lab Common Stock, (ii) each restricted stock unit (whether vested or unvested) relating to a share of Rocket Lab Common Stock will be converted, on a one-for-one basis, into a restricted stock unit relating to a share of New Rocket Lab Common Stock, (iii) each outstanding option (whether vested or unvested) and warrant to purchase Rocket Lab Common Stock will be converted, on a one-for-one basis, into an option or warrant, as applicable, to purchase a share of New Rocket Lab Common Stock at the same per share price and (iv) each other outstanding right to acquire a share of Rocket Lab Common Stock will be converted, on a one-for-one basis, into a right to acquire a share of New Rocket Lab Common Stock. As a result of the Domestication and Business Combination, each of the outstanding Class A ordinary shares, Class B ordinary shares and warrants of Vector will convert, on a one-for-one basis, into shares of New Rocket Lab Common Stock or warrants to purchase New Rocket Lab Common Stock. Accordingly, each share of New Rocket Lab Common Stock received by Rocket Lab’s equityholders in the Business Combination will be equivalent to the consideration received by Vector’s existing shareholders in the Business Combination for each outstanding Vector share.

In addition to the above consideration, if the closing price of New Rocket Lab Common Stock is equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, the Rocket Lab Holders will be entitled to receive additional shares of New Rocket Lab Common Stock equal to 8% of the Aggregate Share Consideration (computed without the deduction for the Management Redemption Shares/Options).

For further details, see “Business Combination Proposal — Consideration to Rocket Lab Holders in the Business Combination.

 

Q:

How will the combined company be managed following the business combination?

 

A:

Following the Closing, it is expected that the current management of Rocket Lab will become the management of New Rocket Lab, and the New Rocket Lab Board will consist of eight directors and will be divided into three classes (Class I, II and III), with each class consisting of two directors. Pursuant to the Merger Agreement, the New Rocket Lab Board will consist of Peter Beck, Rocket Lab’s founder and President, Chief Executive Officer and Chairman, Alex Slusky, Vector’s CEO and founder of Vector Capital, Sven Strohband, David Cowan, Matt Ocko, Mike Griffin, Merline Saintil, and Jon Olson. Please see the section entitled “Management of New Rocket Lab Following the Business Combination” for further information.

 

Q:

What equity stake will current Vector shareholders and current equityholders of Rocket Lab hold in New Rocket Lab immediately after the consummation of the Business Combination?

 

A:

As of the date of this proxy statement/prospectus, there are 40,000,000 ordinary shares of Vector issued and outstanding, which includes an aggregate of 8,000,000 Class B ordinary shares held by the Initial Shareholders, including the Sponsor. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of 16,266,666 warrants to acquire ordinary shares, comprised of 5,600,000 private placement warrants held by the Sponsor and 10,666,666 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication and the Mergers, will entitle the holder thereof to purchase one share of New Rocket Lab Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of Vector’s outstanding public shares are redeemed in connection with the Business Combination),

 

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  Vector’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 56,266,666 Class A ordinary shares.

The following table illustrates varying ownership levels in New Rocket Lab Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) the maximum number of Management Redemption Shares/Options are repurchased pursuant to the Management Redemption Agreement, (ii) 395,988,051 shares of New Rocket Lab Common Stock are held by the Rocket Lab Holders on a fully diluted basis, including shares attributable to vested and unvested restricted stock units, warrants, options and other rights held by the Rocket Lab Holders as of June 7, 2021 determined based on the treasury method, consistent with the calculation of the Exchange Ratio; (iii) 46,700,000 shares of New Rocket Lab Common Stock are issued in the PIPE Financing, (iv) no Assumed Warrants that will be outstanding immediately following Closing have been exercised, (v) the Earnout Shares are not earned and (vi) the Implied Vector Share Price is slightly higher than $10.00, representing the per share amount held in Vector’s trust account as of March 31, 2021. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details. If the actual facts differ from these assumptions, the ownership percentages in New Rocket Lab will be different and totals may not add up to 100% due to rounding.

 

     Share Ownership in New Rocket Lab
(Percentage of Diluted Shares)
 
     No redemptions     Maximum
redemptions(1)
 

Rocket Lab Holders(2)

     82.0     87.2

PIPE Investors(3)

     9.7     10.3

Vector public shareholders(4)

     6.6     0.7

Initial Shareholders(5)

     1.7     1.8

 

(1)

Maximum redemptions scenario assumes redemption of 28,700,000 shares, which represents the maximum number of Class A ordinary shares that can be redeemed while still satisfying the Minimum Available Cash Condition.

(2)

Assumes that (i) the maximum number of Management Redemption Shares/Options are repurchased pursuant to the Management Redemption Agreement and (ii) a number of shares of New Rocket Lab Common Stock subject to restricted stock units, warrants, options and other rights held by the Rocket Lab Holders at Closing, determined based on the treasury method consistent with the calculation of the Exchange Ratio, are outstanding, which results in an aggregate of 395,988,051 outstanding shares of New Rocket Lab Common Stock held by the Rocket Lab Holders.

(3)

Consists of 46,700,000 shares of New Rocket Lab Common Stock to be acquired in connection with the PIPE Financing.

(4)

In the no redemptions scenario, includes (i) 30,000,000 issued in connection with Vector’s initial public offering and (ii) an additional 2,000,000 shares issued pursuant to the partial exercise by the underwriters of their over-allotment option in connection with Vector’s initial public offering. In the maximum redemptions scenario, includes 3,300,000 shares.

(5)

Includes 8,000,000 shares of New Rocket Lab Common Stock.

For further details, see “Business Combination Proposal — Consideration to Rocket Lab Holders in the Business Combination.

 

Q:

Why is Vector proposing the Domestication?

 

A:

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the General Corporation Law of the State of Delaware (the “DGCL”) provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The board of directors believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of Vector and its

 

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  shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the annual general meeting, and otherwise will have no effect on the Domestication Proposal.

 

Q:

What is involved with the Domestication?

 

A:

The Domestication will require Vector to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, which will be on the Closing Date, Vector will cease to be a company incorporated under the laws of the Cayman Islands and in connection with the Business Combination, Vector will continue as a Delaware corporation. The Existing Governing Documents will be replaced by the Proposed Certificate of Incorporation and Proposed Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

 

Q:

What amendments will be made to the Existing Governing Documents of Vector?

 

A:

The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Vector’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace Vector’s Existing Governing Documents, in each case, under Cayman Islands law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:

 

    

Existing Governing Documents

  

Proposed Governing Documents

Authorized Shares
(Governing Documents Proposal A)
   The share capital under the Existing Governing Documents is US$50,100 divided into 450,000,000 Class A ordinary shares of par value US$0.0001 per share, 50,000,000 Class B ordinary shares of par value US$0.0001 per share and 1,000,000 preference shares of par value US$0.0001 per share.   

Until the consummation of the Business Combination, the Proposed Governing Documents authorize 501,000,000 shares of capital stock, divided into 450,000,000 shares of Class A common stock, 50,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock. Upon the consummation of the Business Combination, the Proposed Governing Documents authorize 2,600,000,000 shares of capital stock, divided into 2,500,000,000 shares of common stock and 100,000,000 shares of preferred stock.

   See paragraph 7 of the Memorandum of Association.    See Article IV of the Proposed Certificate of Incorporation.

 

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Existing Governing Documents

  

Proposed Governing Documents

Shareholder/Stockholder Written Consent In Lieu of a Meeting
(Governing Documents Proposal C)
   The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting or by unanimous written resolution.    The Proposed Governing Documents allow stockholders to vote in person or by proxy at a meeting of stockholders, but, following the Second Merger, will prohibit the ability of stockholders to act by written consent in lieu of a meeting.
   See Articles 83 and 92 of the Articles of Association.    See Article V subsection 1 of the Proposed Certificate of Incorporation.
Corporate Name
(Governing Documents Proposal C)
   The Existing Governing Documents provide the name of the company is “Vector Acquisition Corporation”    The Proposed Governing Documents will provide that the name of the corporation will be “Vector Acquisition Corporation”; provided that the name of the corporation will be changed to “Rocket Lab USA, Inc.” in connection with the Second Merger.
   See Paragraph 1 of the Memorandum of Association.    See Article I of the Proposed Certificate of Incorporation.
Perpetual Existence
(Governing Documents Proposal C)
   The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by September 29, 2022 (twenty-four months after the closing of Vector’s initial public offering), Vector will cease all operations except for the purposes of winding up and will redeem the shares issued in Vector’s initial public offering and liquidate its trust account.    The Proposed Governing Documents do not include any provisions relating to Vector Delaware’s ongoing existence; the default under the DGCL will make Vector Delaware’s existence perpetual.
   See Article 170 of the Articles of Association.    This is the default rule under the DGCL.
Exclusive Forum
(Governing Documents Proposal C)
   The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.    The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the federal courts of the United States as the exclusive forum for litigation arising out of the Securities Act.
      See Article X of the Proposed Certificate of Incorporation.

Provisions Related to Dual Class

Structure
(Governing Documents Proposal C)

   Each Class A ordinary share and each Class B ordinary share shall have one vote per share.    Each Vector Delaware Class A common stock shall be entitled to one vote per share and each Vector Delaware Class B common stock shall be entitled to 10 votes per share. This provision will not be included in the Proposed

 

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Existing Governing Documents

  

Proposed Governing Documents

      Certificate of Incorporation to be effective upon the Business Combination.
   See Article 83 of the Articles of Association.    See Article IV.A of the Proposed Certificate of Incorporation.
Provisions Related to Status as Blank Check Company
(
Governing Documents Proposal C)
   The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination.    The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time.
   See Articles 162—177 of the Articles of Association.   

 

Q:

How will the Domestication and the Mergers affect my ordinary shares, warrants and units?

 

A:

In connection with the Domestication, (i) Vector’s Class A ordinary shares and Class B ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Vector Delaware Class A common stock and Vector Delaware Class B common stock, respectively; (ii) Vector’s warrants to purchase Class A ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of Vector Delaware warrants to purchase Vector Delaware Class A common stock, at an exercise price of $11.50 (subject to adjustment) and (iii) Vector’s units that have not been separated into Class A ordinary shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of Vector Delaware units. Immediately following the Domestication, and in connection with the First Merger, at the First Effective Time, the shares of Vector Delaware common stock, the Vector Delaware warrants and the Vector Delaware units will be converted into an equal number of shares of Rocket Lab Common Stock, Assumed Warrants and Assumed Units, respectively. Further, in connection with the Second Merger, at the Second Effective Time, the shares of Rocket Lab Common Stock, Assumed Warrants and Assumed Units will be converted into an equal number of shares of New Rocket Lab Common Stock, warrants to purchase shares of New Rocket Lab Common Stock and units of New Rocket Lab. Upon the Closing, the units of New Rocket Lab will be cancelled and will entitle the holder thereof to one share of New Rocket Lab Common Stock and one-third of one warrant, with each whole warrant representing the right to purchase one share of New Rocket Lab Common, at an exercise price of $11.50 (subject to adjustment). See “Business Combination Proposal—Effect of the Domestication on Existing Vector Equity in the Business Combination” and “Domestication Proposal.

 

Q:

What are the U.S. federal income tax consequences of the Domestication and the Mergers?

 

A:

As discussed more fully under “U.S. Federal Income Tax Considerations,” (i) the Domestication generally should constitute a tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Mergers, taken together, should be non-taxable transactions for U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders” below) of public shares and public warrants. However, due to the absence of direct guidance, these results are not entirely clear. In the case of a transaction, such as the Domestication, that should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders will be subject to Section 367(b) of the Code and, as a result of the Domestication:

 

   

a U.S. Holder that holds public shares that have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss and will not be required to include any part of Vector’s earnings in income;

 

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a U.S. Holder that holds public shares that have a fair market value of $50,000 or more and that, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our stock generally will recognize gain (but not loss) on the exchange of public shares for shares of Vector Delaware Class A common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the U.S. Department of Treasury regulations (the “Treasury Regulations”) under Section 367(b) of the Code) attributable to its public shares provided certain other requirements are satisfied; and

 

   

a U.S. Holder that holds public shares that have a fair market value of $50,000 or more and that, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its public shares provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption).

Vector does not expect to have significant cumulative earnings and profits through the date of the Domestication.

Vector believes that it is likely classified as a PFIC (defined below). If Vector is a PFIC, a U.S. Holder of public shares or public warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares or public warrants for Vector Delaware Class A common stock or Vector Delaware warrants pursuant to the Domestication under the “passive foreign investment company” (“PFIC”) rules of the Code equal to the excess, if any, of the fair market value of the shares of Vector Delaware Class A common stock or Vector Delaware warrants received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding public shares or public warrants surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New Rocket Lab Common Stock after the Domestication.

The New Rocket Lab Common Stock and New Rocket Lab Warrants received pursuant to the Mergers by a U.S. Holder of Vector Delaware Class A common stock and Vector Delaware warrants should be considered a continuation of such U.S. Holder’s Vector Delaware Class A common stock and Vector Delaware warrants and the exchanges by such U.S. Holder pursuant to the Mergers should be disregarded for federal income tax purposes. Consequently, a U.S. Holder should not recognize gain or loss on the exchanged public shares and public warrants. A U.S. Holder’s tax basis in a share of New Rocket Lab Common Stock or a New Rocket Lab Warrant received in the Mergers should be the same as its tax basis in the Vector Delaware Class A common stock or Vector Delaware warrant immediately before the Mergers, and the holding period for a share of New Rocket Lab Common Stock or a New Rocket Lab Warrant should include such U.S. Holder’s holding period for the Vector Delaware Class A common stock or Vector Delaware warrant immediately before the Mergers. Alternatively, U.S. Holders may be treated as exchanging Vector Delaware Class A common stock and Vector Delaware warrants for corresponding New Rocket Lab Common Stock and New Rocket Lab Warrants in an exchange that constitutes a tax-deferred recapitalization under Section 368(a)(1)(E) of the Code, and, in such case, the U.S. federal tax consequences of the exchanges would be the same for a U.S. Holder as discussed in the prior sentence.

 

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The tax consequences of the Domestication and the Mergers are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication and the Mergers, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication and the Mergers, see “U.S. Federal Income Tax Considerations.

 

Q:

How will the First Merger be effected following the Domestication?

 

A:

We expect that the record date relating to the approval of the First Merger by Vector Delaware stockholders will be the date of the annual general meeting, following our shareholders’ approval of the Vector Shareholder Matters. Assuming our shareholders have approved the Domestication Proposal and the Governing Documents Proposals, then, pursuant to Vector Delaware’s certificate of incorporation to be effective upon the Domestication, each stockholder 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, while each stockholder of record of Vector Delaware Class B common stock will be entitled to 10 votes per share. Under the DGCL, the First Merger will require the approval of holders of at least a majority of the voting power of the outstanding shares of Vector Delaware entitled to vote thereon. As a result of the voting power of the Vector Delaware Class B common stock, the approval of our Initial Shareholders, as the holders of such Vector Delaware Class B common stock, will be the only approval required to effect the First Merger. The purpose of utilizing this dual class structure is solely to reduce the administrative burden associated with effecting the First Merger. Following the consummation of the Business Combination, New Rocket Lab will have only one class of common stock, and all stockholders of New Rocket Lab will be entitled to the same number of votes per share on all matters to be considered by the New Rocket Lab stockholders.

 

Q:

Do I have redemption rights?

 

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such shares would be converted into the merger consideration in connection with the Business Combination.

The Initial Shareholders have agreed to waive their redemption rights with respect to all of their ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

Q:

How do I exercise my redemption rights?

 

A:

In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, Vector’s public shareholders may request that Vector redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

 

  (i)

(a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

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  (ii)

submit a written request to Continental, Vector’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (iii)

deliver your public shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 8:00 a.m., Pacific time, on August 18, 2021 (two business days before the annual general meeting) in order for their shares to be redeemed.

The address of Continental, Vector’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, this would have amounted to approximately $10.00 per issued and outstanding public share, based on 28,700,000 shares subject to possible redemption as of March 31, 2021. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the annual general meeting. If you deliver your shares for redemption to Continental, our transfer agent, and later decide prior to the annual general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the annual general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the annual general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of Vector Delaware Class A common stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

 

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Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A:

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, our transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and delivered to Continental, our transfer agent, by 8:00 a.m., Pacific time, on August 18, 2021 (two business days before the annual general meeting) in order to exercise your redemption rights with respect to your public shares.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

We expect that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) that exercises its redemption rights to receive cash from the trust account in exchange for its shares of Vector Delaware Class A common stock will generally be treated as selling such shares of Vector Delaware Class A common stock resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of Vector Delaware Class A common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.

Additionally, because the Domestication will occur immediately prior to the redemption by any public shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367(b) of the Code and the tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “U.S. Federal Income Tax Considerations — U.S. Holders.” All holders of our public shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

 

Q:

What happens to the funds deposited in the trust account after consummation of the Business Combination?

 

A:

Following the closing of our initial public offering, an amount equal to $320,000,000 ($10.00 per unit) of the net proceeds from our initial public offering and the sale of the private placement warrants was placed in the trust account. As of March 31, 2021, funds in the trust account totaled approximately $320,009,656 in money market funds which were invested primarily in U.S. treasury securities. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by September 29, 2022 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of New Rocket Lab, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

 

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Q:

What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders, subject to the satisfaction or waiver of the Minimum Available Cash Condition.

In no event will Vector redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.

Additionally, as a result of redemptions, the trading market for the New Rocket Lab Common Stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for Nasdaq or another national securities exchange.

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by the Vector shareholders of the Vector Shareholder Matters being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination having expired or been terminated; (iii) the satisfaction of the Minimum Available Cash Condition; and (iv) the shares of New Rocket Lab Common Stock having been approved for listing on the Nasdaq, subject only to the requirement to have a sufficient number of round lot holders and official notice of issuance. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated.

For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

 

Q:

When do you expect the Business Combination to be completed?

 

A:

It is currently expected that the Business Combination will be consummated in the third quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to Vector shareholders at the annual general meeting. However, such annual general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the annual general meeting and we elect to adjourn the annual general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the annual general meeting to a later date or dates (i) to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Vector shareholders, or (ii) in order to solicit additional proxies from Vector shareholders in favor of one or more of the proposals at the annual general meeting. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

 

Q:

What happens if the Business Combination is not consummated?

 

A:

Vector will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If Vector is not able to consummate the Business Combination with Rocket Lab nor able to complete another business combination by September 29, 2022, in each case, as such date may be extended pursuant to our Existing Governing Documents, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not

 

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  previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

Q:

Do I have appraisal rights in connection with the proposed Domestication and the Mergers?

 

A:

Neither our shareholders nor our warrant holders have appraisal rights in connection with the Domestication under the Cayman Islands Companies Act or under the DGCL. Vector Delaware stockholders will have appraisal rights with respect to the First Merger only under the circumstances set forth in Section 262 of the DGCL and subject to their compliance with the requirements of Section 262. In order to preserve any appraisal rights that a stockholder may have, in addition to otherwise complying with the applicable provisions of the DGCL, such stockholder must not consent to the First Merger and must submit a written demand for appraisal in a timely manner in accordance with the applicable provisions of the DGCL.

To the extent appraisal rights are available under Delaware law, a stockholder who properly seeks appraisal and strictly complies with the applicable requirements of the DGCL (a “Dissenting Holder”) will be entitled to receive a cash payment equal to the fair value of his, her or its Vector Delaware common stock in connection with the First Merger, in lieu of the applicable consideration in the First Merger. The “fair value” of Vector Delaware common stock as determined by the Delaware Court of Chancery (the “Court”) could be more or less than, or the same as, the value of the consideration that a Dissenting Holder would otherwise be entitled to receive under the terms of the Merger Agreement. To seek appraisal, a stockholder must comply strictly with all of the procedures required under the DGCL, including delivering a written demand for appraisal to Vector or Rocket Lab, as applicable, in a timely manner, not consenting to, the First Merger and continuing to hold his, her or its shares through the Closing. Failure to comply strictly with all of the procedures required under the DGCL will result in the loss of appraisal rights.

For a further description of the appraisal rights available to Vector Delaware stockholders and the procedures required to exercise such appraisal rights, see “Appraisal Rights” and the provisions of Section 262 of the DGCL that grant appraisal rights and govern such procedures, which are attached as Annex M to this proxy statement/prospectus. If a stockholder holds shares through a broker, bank or other nominee and the stockholder wishes to exercise appraisal rights, such stockholder should consult with such stockholder’s broker, bank or other nominee sufficiently in advance of the annual general meeting to permit such nominee to exercise appraisal rights on such stockholder’s behalf. In view of the complexity of Delaware law, stockholder who may wish to pursue appraisal rights should promptly consult their legal and financial advisors.

Rocket Lab intends to mail the notice of appraisal rights with respect to the Second Merger promptly following stockholder adoption of the Merger Agreement. Vector and Rocket Lab currently anticipate that the 20-day period for Rocket Lab stockholders to demand appraisal will expire before the First Effective Time, and before holders of Vector Delaware common stock receive any stock of Rocket Lab. Accordingly, Vector and Rocket Lab currently anticipate that holders of Vector Delaware common stock will not be entitled to appraisal rights in connection with the Second Merger.

 

Q:

What do I need to do now?

 

A:

We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder and/or warrant holder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

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Q:

How do I vote?

 

A:

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares on June 30, 2021, the record date for the annual general meeting, you may vote with respect to the proposals in person or virtually at the annual general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the annual general meeting, and otherwise will have no effect on any of the proposals to be considered at the meeting. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

 

Q:

When and where will the annual general meeting be held?

 

A:

The annual general meeting will be held at 8:00 a.m., Pacific time, on August 20, 2021, at the offices of Kirkland & Ellis LLP, located at 555 California Street, 27th Floor, San Francisco, California 94104, and via a virtual meeting, unless the annual general meeting is adjourned. As part of our precautions regarding COVID-19, we are also planning for the meeting to be held virtually over the Internet. We will post the details for such meeting on our website that will also be filed with the SEC as proxy material. Only shareholders who held ordinary shares of Vector at the close of business on the record date will be entitled to vote at the Shareholders Meeting. We plan to announce any such updates in a press release filed with the SEC and on our proxy website at https://www.cstproxy.com/vectoracquisition/2021/proxy, and we encourage you to check this website prior to the meeting if you plan to attend.

 

Q:

What impact will the COVID-19 pandemic have on the Business Combination?

 

A:

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 outbreak on the business of Vector and Rocket Lab, and there is no guarantee that efforts by Vector and Rocket Lab to address the adverse impacts of the COVID-19 will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 and actions taken to contain the COVID-19 or its impact, among others. If Vector or Rocket Lab is unable to recover from a business disruption on a timely basis, the Business Combination and New Rocket Lab’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by the COVID-19 outbreak and become more costly. Each of Vector and Rocket Lab may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.

 

Q:

Who is entitled to vote at the annual general meeting?

 

A:

We have fixed June 30, 2021 as the record date for the annual general meeting. If you were a shareholder of Vector at the close of business on the record date, you are entitled to vote on matters that come before the

 

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  annual general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the annual general meeting.

 

Q:

How many votes do I have?

 

A:

On a poll, Vector shareholders are entitled to one vote at the annual general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the annual general meeting, there were 40,000,000 ordinary shares of Vector issued and outstanding, of which 32,000,000 were issued and outstanding public shares.

 

Q:

What constitutes a quorum?

 

A:

A quorum of Vector shareholders is necessary to hold a valid meeting. A quorum will be present at the annual general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the annual general meeting are represented in person or by proxy at the annual general meeting. As of the record date for the annual general meeting, 20,000,001 ordinary shares would be required to achieve a quorum.

 

Q:

What vote is required to approve each proposal at the annual general meeting?

 

A:

The following votes are required for each proposal at the annual general meeting:

 

   

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

   

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

   

Governing Documents Proposals: The separate approval of each of the Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter, other than Proposal C, which requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

   

Nasdaq Proposal: The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

   

Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

   

Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

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Director Proposal: The appointment of each director nominee requires an ordinary resolution under Cayman Islands law, being the affirmative vote in person or represented by proxy of the holders of a majority of the outstanding Class B ordinary shares entitled to vote and actually cast thereon at the annual general meeting. Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Proposal. Vector Acquisition Partners, L.P., our sponsor and holder of approximately 99.4% of our outstanding Class B ordinary shares, has informed us that it intends to vote in favor of the Director Proposal.

 

   

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

As of the record date, Vector had 40,000,000 ordinary shares issued and outstanding. Vector shareholders are entitled to one vote at the annual general meeting for each ordinary share held of record as of the record date. Of the outstanding ordinary shares, 8,000,000 ordinary shares are subject to the Sponsor Letter Agreement and Insider Letter, pursuant to which the Initial Shareholders have agreed to vote all of their shares in favor of the Business Combination. For additional information regarding the Sponsor Letter Agreement, see “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement.”

For the Business Combination Proposal, 20,000,001 ordinary shares, of which 12,000,001 ordinary shares are not subject to the Sponsor Letter Agreement and Insider Letter, will need to be voted in favor of the Business Combination Proposal in order to approve such proposal.

Assuming all holders that are entitled to vote on the proposals vote all of their ordinary shares in person or by proxy, 20,000,001 shares, of which 12,000,001 shares are not subject to the Sponsor Letter Agreement and Insider Letter, will need to be voted in favor of each of the Governing Documents Proposals (other than Proposal C), the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal in order to approve each such proposal.

Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 26,666,667 shares, of which 18,666,667 shares are not subject to the Sponsor Letter Agreement and Insider Letter, will need to be voted in favor of each of the Domestication Proposal and Proposal C of the Governing Documents Proposals in order to approve such proposals.

The approval of the Domestication Proposal and the Governing Documents Proposals — Proposal C will each require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of the Governing Documents Proposals – Proposal A, the Governing Documents Proposals – Proposal B, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter. Only holders of Class B ordinary shares are entitled to vote on the Director Proposal. Pursuant to the Sponsor Letter Agreement, our Initial Shareholders have agreed to vote all their shares in favor of all the proposals being presented at the annual general meeting, including the Director Proposal.

 

Q:

What are the recommendations of the Vector Board?

 

A:

The Vector Board believes that the Business Combination Proposal and the other proposals to be presented at the annual general meeting are in the best interest of Vector and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the

 

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  Domestication Proposal, “FOR” each of the separate Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Adjournment Proposal and “FOR” the Director Proposal, in each case, if presented to the annual general meeting.

The existence of financial and personal interests of one or more of Vector’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Vector and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Vector’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Vectors Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

How do Sponsor and the other Initial Shareholders intend to vote their shares?

 

A:

Unlike some other blank check companies in which the Initial Shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Initial Shareholders have agreed to vote all their shares in favor of all the proposals being presented at the annual general meeting. As of the date of this proxy statement/prospectus, our Initial Shareholders own 20.0% of the issued and outstanding ordinary shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, Rocket Lab and/or their respective directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Vector Shareholder Matters, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Vector Shareholder Matters. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, Rocket Lab and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (i) increase the likelihood of satisfaction of the requirements that each of the Vector Shareholder Matters be approved by the requisite vote, (ii) otherwise limit the number of public shares electing to redeem their public shares and (iii) increase the likelihood that New Rocket Lab’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) will be at least $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the annual general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the annual general meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

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Q:

What happens if I sell my Vector ordinary shares before the annual general meeting?

 

A:

The record date for the annual general meeting is earlier than the date of the annual general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the record date, but before the annual general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.

 

Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. Shareholders may send a later-dated, signed proxy card to us at our address at One Market Street, Steuart Tower, 23rd Floor, San Francisco, California 94105, Attention: Chief Financial Officer, so that it is received by us prior to the vote at the annual general meeting (which is scheduled to take place on August 20, 2021) or attend the annual general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to us at our address above, which must be received prior to the vote at the annual general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

 

Q:

What happens if I fail to take any action with respect to the annual general meeting?

 

A:

If you fail to vote with respect to the annual general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of New Rocket Lab. If you fail to vote with respect to the annual general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Vector. However, if you fail to vote with respect to the annual general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the annual general meeting?

 

A:

Vector will pay the cost of soliciting proxies for the annual general meeting. Vector has engaged Morrow Sodali LLC, as proxy solicitor (“Morrow”) to assist in the solicitation of proxies for the annual general meeting. Vector has agreed to pay Morrow a fee of $37,500, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Vector will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Vector’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

Where can I find the voting results of the annual general meeting?

 

A:

The preliminary voting results may be announced at the annual general meeting. Vector will publish final voting results of the annual general meeting in a Current Report on Form 8-K within four business days after the annual general meeting.

 

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Q:

Who can help answer my questions?

 

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC

470 West Avenue

Stamford CT 06902

Individuals call toll-free: (800) 662-5200

Banks and brokers call: (203) 658-9400

Email: VACQ.info@investor.morrowsodali.com

You also may obtain additional information about Vector from documents filed with the SEC by following the instructions in the section entitled Where You Can Find More Information; Incorporation by Reference. If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Vector’s transfer agent, at the address below prior to the annual general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 8:00 a.m. Pacific time, on August 18, 2021 (two business days before the annual general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the annual general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Business Combination Proposal — The Merger Agreement.”

Rocket Lab Business Summary

Unless otherwise indicated or the context otherwise requires, references in this “—Rocket Lab Business Summary” to “we,” “us,” “our” and other similar terms refer to Rocket Lab prior to the Business Combination and to New Rocket Lab and its consolidated subsidiaries after giving effect to the Business Combination.

Company Overview

Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft components, satellites and other spacecraft, and on-orbit management solutions that make it faster, easier, and more affordable to access space. We believe that space has defined some of humanity’s greatest achievements and it continues to shape our future. We are motivated by the impact we can have on Earth by making it easier to get to space and to use it as a platform for innovation, exploration and infrastructure.

Summary of Risks Related to Rocket Lab’s Business

In evaluating the proposals to be presented at the Vector annual general meeting, a shareholder should carefully read the risks described below, this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

 

   

We have a limited operating history in an evolving industry, which makes it difficult to forecast our revenue, plan our expenses and evaluate our business and future prospects.

 

   

We have a history of losses, we anticipate increasing operating expenses in the future, and we may not be able to achieve and, if achieved, maintain profitability.

 

   

Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.

 

   

Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

 

   

We derive a substantial amount of our revenues from only a few of our customers. A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog.


 

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We may not be successful in developing new technology, and the technology we are successful in developing may not meet the needs of our customers or potential new customers.

 

   

We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices.

 

   

Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

 

   

We often rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

 

   

Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us.

 

   

The expansion of our operations subjects us to additional risks that can adversely affect our operating results.

 

   

Launch vehicles are subject to manufacturing delays, damage or destruction during pre-launch operations, and launch failures, the occurrence of which can materially and adversely affect our operations.

 

   

Any inability to operate Electron at our anticipated launch rate could adversely impact our business, financial condition and results of operations.

 

   

If our satellites fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations.

 

   

Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance.

 

   

Increased congestion from the proliferation of low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots.

 

   

Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.

 

   

Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business.

 

   

We are unable to predict the extent to which epidemics, pandemics and similar outbreaks, including the global COVID-19 pandemic, may adversely impact our business operations, financial performance, results of operations and stock price.

 

   

If we cannot successfully protect our intellectual property, our business could suffer.

 

   

Our technology may violate the proprietary rights of third parties, which could have a negative impact on our operations.

 

   

We are highly dependent on the services of Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr. Beck, our ability to compete could be harmed.


 

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Our inability to hire or retain key personnel could adversely affect our business, operating results and financial condition.

 

   

Labor-related matters, including labor disputes, may adversely affect our operations.

 

   

Acquisitions or divestitures could result in adverse impacts on our operations.

 

   

Fluctuations in foreign exchange rates could have a negative impact on our business.

 

   

We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing stockholders.

 

   

As a private company, we have not been required to document and test our internal controls over financial reporting nor has our management been required to certify the effectiveness of our internal controls and our auditors have not been required to opine on the effectiveness of our internal control over financial reporting. We have identified material weaknesses in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements and have other adverse consequences.

 

   

Our management team has limited experience managing a public company.

 

   

The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt our operations and adversely affect our financial results.

 

   

We are obligated to comply with financial and other covenants outlined in our debt indentures and agreements that could restrict our operating activities. A failure to comply could result in a default which would, if not waived by the lenders, likely come with substantial cost and accelerate the payment of our debt.

The Parties to the Business Combination

Vector

Vector is a blank check company incorporated on July 28, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Based on Vector’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On September 29, 2020, Vector completed its initial public offering of 30,000,000 units, plus an additional 2,000,000 units subsequently issued upon partial exercise of the underwriters’ over-allotment option, at a price of $10.00 per unit generating gross proceeds of $320,000,000 before underwriting discounts and expenses. Each unit consists of one Class A ordinary share and one-third of one public warrant. Each whole public warrant entitles the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to certain adjustments.

Following the closing of Vector’s initial public offering, an amount equal to $320,000,000 of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the trust account. The trust account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. As of March 31, 2021, funds in the trust account totaled $320,009,656 in money market funds which were invested primarily in U.S. treasury securities. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of Vector’s initial business


 

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combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Existing Governing Documents to modify the substance and timing of our obligation to redeem 100% of the public shares if Vector does not complete a business combination by September 29, 2022 or (iii) the redemption of all of the public shares if Vector is unable to complete a business combination by September 29, 2022 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

Vector’s units, public shares and public warrants are currently listed on Nasdaq under the symbols “VACQU,” “VACQ” and “VACQW,” respectively.

Vector’s principal executive office is located at One Market Street, Steuart Tower, 23rd Floor, San Francisco, California 94105, and its telephone number is (415) 293-5000.

Rocket Lab

Rocket Lab is an end-to-end space company with an established track record of mission success. Rocket Lab delivers reliable launch services, spacecraft components, satellites and other spacecraft, and on-orbit management solutions that make it faster, easier, and more affordable to access space.

Rocket Lab is a Delaware corporation incorporated on July 13, 2013. Rocket Lab’s principal executive office is located at 3881 McGowen Street, Long Beach, California 90808, and its telephone number is (714) 465-5737.

Merger Sub

Merger Sub is a Delaware corporation and wholly-owned subsidiary of Rocket Lab formed for the purpose of effecting the Business Combination. Merger Sub owns no material assets and does not operate any business.

Merger Sub’s principal executive office is located at 3881 McGowen Street, Long Beach, California 90808, and its telephone number is (714) 465-5737.

Vector Shareholder Proposals

The following is a summary of the proposals to be put to the annual general meeting of Vector and certain transactions contemplated by the Merger Agreement. The Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal is cross-conditioned on the approval of each other. The Director Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Vector Shareholder Matters are approved at the annual general meeting.

Business Combination Proposal

As discussed in this proxy statement/prospectus, Vector is asking its shareholders to approve and adopt the Merger Agreement, pursuant to which, among other things, on the Closing Date, promptly following the consummation of the Domestication, Merger Sub will merge with and into Vector, with Vector continuing as the surviving company and a wholly-owned subsidiary of Rocket Lab and, after the First Effective Time, Rocket Lab will merge with and into Vector, with Vector continuing as the surviving company. For further details, see “Business Combination Proposal — Consideration to Rocket Lab Holders in the Business Combination.


 

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After consideration of the factors identified and discussed in the section entitled “Business Combination Proposal — The Vector Board’s Reasons for the Business Combination,” the Vector Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for Vector’s initial public offering, including that the businesses of Rocket Lab had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Merger Agreement. For more information about the transactions contemplated by the Merger Agreement, see “Business Combination Proposal.”

Domestication Proposal

As discussed in this proxy statement/prospectus, Vector will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the Vector Board has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of Vector’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Vector is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon Domestication, New Rocket Lab will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Existing Governing Documents and the Proposed Governing Documents. Accordingly, we encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” See also, “Domestication Proposal” and “Governing Documents Proposals.”

Governing Documents Proposals

Vector will ask its shareholders to approve by ordinary resolution (unless otherwise stated) three (3) separate Governing Documents Proposals in connection with the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Governing Documents, under the DGCL. The Vector Board has unanimously approved each of the Governing Documents Proposals and believes such proposals are necessary to adequately address the needs of New Rocket Lab after the Business Combination. Approval of each of the Governing Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Governing Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Governing Documents.

 

   

Governing Documents Proposal A — as an ordinary resolution under Cayman Islands law, to authorize the change in the authorized share capital of Vector from US$50,100 divided into (i) 450,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 2,500,000,000 shares of common stock, par value $0.0001 per share, of Vector Delaware and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Vector Delaware.

 

   

Governing Documents Proposal B — as an ordinary resolution under Cayman Islands law, to authorize the removal of the ability of New Rocket Lab stockholders to take action by written consent in lieu of a meeting.

 

   

Governing Documents Proposal C — as a special resolution under Cayman Islands law, to amend and restate the Existing Governing Documents with the Proposed Governing Documents as part of the Domestication, including (i) making New Rocket Lab’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act, (iii) providing that each share of Vector Delaware Class B common stock will be entitled to 10 votes per share prior to the effective time of the First Merger (which provision shall be removed and no longer be applicable upon consummation of the Business Combination) and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business


 

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Combination, all of which the Vector Board believes is necessary to adequately address the needs of New Rocket Lab after the Business Combination.

The Proposed Governing Documents differ in certain material respects from the Existing Governing Documents, and we encourage shareholders to carefully consult the information set out in the section entitled “Governing Documents Proposals” and the full text of the Proposed Governing Documents of New Rocket Lab, attached hereto as Annex C and Annex D.

Nasdaq Proposal

Our shareholders are also being asked to consider and vote on a proposal to approve the Nasdaq Proposal. Our units, public shares and public warrants are listed on Nasdaq and, as such, we are seeking shareholder approval for issuance of shares of New Rocket Lab Common Stock in connection with the Business Combination and PIPE Financing pursuant to Nasdaq Listing Rule 5635. For additional information, see “Nasdaq Proposal.”

Equity Incentive Plan Proposal

Our shareholders are also being asked to consider and vote on a proposal to approve the Equity Incentive Plan Proposal by ordinary resolution. Pursuant to the Equity Incentive Plan 59,875,000 shares of New Rocket Lab Common Stock will be reserved for issuance under the Equity Incentive Plan. Based upon a price per share of $10.00, the maximum aggregate market value of the New Rocket Common Stock that could potentially be issued under the Equity Incentive Plan at Closing is $598,750,000. The Equity Incentive Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by 5% of the outstanding number of shares of New Rocket Lab Common Stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. For additional information, see “Equity Incentive Plan Proposal.” The full text of the Incentive Award Plan is attached hereto as Annex H.

Employee Stock Purchase Plan Proposal

Our shareholders are also being asked to consider and vote on a proposal to approve by ordinary resolution the adoption of the Employee Stock Purchase Plan Proposal. Pursuant to the Employee Stock Purchase Plan, 9,980,000 shares of New Rocket Lab Common Stock will be reserved for issuance under the ESPP. Based upon a price per share of $10.00, the maximum aggregate market value of the New Rocket Common Stock that could potentially be issued under the ESPP at Closing is $99,800,000. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2022, by the lesser of 9,980,000 shares of New Rocket Lab Common Stock, 1% of the outstanding number of shares of New Rocket Lab Common Stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. For additional information, see “Employee Stock Purchase Plan Proposal.” The full text of the ESPP is attached hereto as Annex I.

Director Proposal

Only the holders of our Class B ordinary shares are also being asked to consider and vote on a proposal to approve by ordinary resolution the adoption of the Director Proposal. Pursuant to the Director Proposal, the holders of our Class B ordinary shares are being asked to re-appoint David Kennedy as Class 1 director to serve until the earlier of (i) the Closing or (ii) the third annual general meeting following this annual general meeting and, in each case, until his successor is appointed and qualified.

Prior to the consummation of the Business Combination, only holders of our Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Proposal.

The Director Proposal is not conditioned on any other proposal.


 

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Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the annual general meeting to authorize Vector to consummate the Business Combination, the Vector Board may submit a proposal to adjourn the annual general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the annual general meeting to a later date or dates. For additional information, see “Adjournment Proposal.”

The Adjournment Proposal is not conditioned on any other proposal.

Approval of the First Merger

We expect that the record date relating to the approval of the First Merger by Vector Delaware stockholders will be the date of the annual general meeting, following our shareholders’ approval of the Vector Shareholder Matters. Assuming our shareholders have approved the Domestication Proposal and the Governing Documents Proposals, then, pursuant to Vector Delaware’s certificate of incorporation to be effective upon the Domestication, each stockholder 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, while each stockholder of record of Vector Delaware Class B common stock will be entitled to 10 votes per share. Under the DGCL, the First Merger will require the approval of holders of at least a majority of the voting power of the outstanding shares of Vector Delaware entitled to vote thereon. As a result of the voting power of the Vector Delaware Class B common stock, the approval of our Initial Shareholders, as the holders of such Vector Delaware Class B common stock, will be the only approval required to effect the First Merger. The purpose of utilizing this dual class structure is solely to reduce the administrative burden associated with effecting the First Merger. Following the consummation of the Business Combination, New Rocket Lab will have only one class of common stock, and all stockholders of New Rocket Lab will be entitled to the same number of votes per share on all matters to be considered by the New Rocket Lab stockholders.

The Vector Board’s Reasons for the Business Combination

Vector was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Vector Board sought to do this by utilizing the networks and industry experience of both the Sponsor and the Vector Board and management to identify, acquire and operate one or more businesses. The members of the Vector Board and management have extensive transactional experience, particularly in the technology sector.

As described under “Background to the Business Combination”, the Vector Board, in evaluating the Business Combination, consulted with Vector’s management and legal advisors. In reaching its unanimous decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, the Vector Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the proposed combination, the Vector Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Vector Board contemplated its decision as in the context of all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Vector’s reasons for approving the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Note Regarding Forward-Looking Statements.

In approving the combination, the Vector Board decided not to obtain a fairness opinion. The officers and directors of Vector have substantial experience in evaluating the operating and financial merits of companies


 

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from a wide range of industries and concluded that their experience and background, together with the experience of their representatives, enabled them to make the necessary analyses and determinations regarding the Mergers.

The Vector Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following: Rocket Lab’s history of successful launches and deployment of satellites into orbit, the quality of its products, the experience of the management team, the successful history of 3D printing manufacturing, the prudent financial management of the business, and the proven ability to improve the economics of the business over time, and more generally the large market opportunity in the space technology and small satellite launch sectors (where Rocket Lab is already a proven leader working with a strong track record and customers). The Vector Board and management team alike were impressed with the Rocket Lab team during the diligence process and in their own investigation of the broader space technology and small satellite launch sectors. The Vector Board also took into consideration the factors set forth in “The Business Combination Proposal — The Vector Board’s Reasons for the Business Combination.”

The Vector Board also considered a variety of uncertainties, risks and other potentially negative factors relating to the Business Combination, including, but not limited to, the following: redemptions by Vector shareholders, complexities related to the shareholder vote, litigation and threats of litigation and broader macro risks, including the potential for downturns in the industries in which Rocket Lab operates, failure of launch attempts or delay or cancellation of launches. The Vector Board considered the other issues and risks set forth in “The Business Combination Proposal — The Vector Board’s Reasons for the Business Combination.”

In addition to considering the factors described above, the Vector Board also considered that some officers and directors of Vector might have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Vector’s shareholders. Vector’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Vector Board, the Merger Agreement and the transactions contemplated thereby, including the Domestication and the Mergers.

The Vector Board concluded that the potential benefits that it expected Vector and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Vector Board unanimously determined that the Merger Agreement, and the transactions contemplated thereby, including the Domestication and the Mergers, were in the best interests of, Vector and its shareholders.

For more information about the Vector Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination Proposal — The Vector Board’s Reasons for the Business Combination.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into in connection with the Merger Agreement.

PIPE Financing

Vector entered into Subscription Agreements with the PIPE Investors to consummate the PIPE Financing, pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Vector has agreed to issue and sell to the PIPE Investors, an aggregate of 46,700,000 shares of New Rocket Lab Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $467,000,000. The New Rocket Lab Common Stock to be


 

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issued pursuant to the Subscription Agreements has not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Vector has granted the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

Second Amended and Restated Registration Rights Agreement

At the Closing, Rocket Lab, the Sponsor and the certain other holders intend to enter into the Second Amended and Restated Registration Rights Agreement, which will supersede the registration and shareholder rights agreement between Vector and its initial shareholders, pursuant to which, among other things, the Sponsor and other holders party thereto will be granted certain registration rights, on the terms and subject to the conditions therein. For additional information, see “Business Combination Proposal — Related Agreements — Second Amended and Restated Registration Rights Agreement.”

Sponsor Letter Agreement

Concurrently with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Letter Agreement with Vector, pursuant to which the Sponsor agreed, among other things, (i) to vote at any meeting of Vector’s shareholders, and in any action by written resolution of Vector’s shareholders, all of its Class B ordinary shares (or other equity securities of Vector) or Vector Delaware common stock, as applicable, in favor of the Vector Shareholder Matters to be voted upon at the Vector shareholder meeting; (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) waive the anti-dilution protection with respect to the Class B ordinary shares, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. Pursuant to the Sponsor Letter Agreement the Sponsor further agreed not to (i) enter into any voting agreement, voting trust or any similar agreement, arrangement or understanding, with respect to any Class B ordinary shares, other equity securities of Vector or shares of Vector Delaware common stock owned by Sponsor, (ii) grant any proxy, consent or power of attorney with respect to any Class B ordinary shares, other equity securities of Vector or shares of Vector Delaware common stock owned by Sponsor, (iii) enter into any agreement, arrangement or understanding that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to the Sponsor Letter Agreement or (iv) sell, assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of its Class B ordinary shares, other equity securities of Vector or shares of Vector Delaware common stock owned by Sponsor or otherwise agree to do any of the foregoing.

Rocket Lab Stockholder Support Agreements

Concurrently with the execution of the Merger Agreement, certain stockholders of Rocket Lab representing the requisite votes necessary to approve the Business Combination entered into support agreements with Vector and Rocket Lab, pursuant to which each such holder agreed to (i) vote at any meeting of Rocket Lab’s stockholders, and in any action by written consent of Rocket Lab’s stockholders, all of its Rocket Lab equity securities in favor of the adoption and approval of the Charter Amendment, the Merger Agreement and the transactions contemplated thereby, including the Mergers; (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, in each case, on the terms and subject to the conditions set forth in the Rocket Lab Stockholder Support Agreements.

Lock-up Agreement

In connection with the Closing, certain Rocket Lab stockholders who enter into a Rocket Lab Stockholder Support Agreement (as described above), will enter into a lockup agreement with New Rocket Lab pursuant to


 

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which they will agree not to transfer, sell or assign their shares of Vector common stock for six months following the Closing; provided that the lockup agreement will not apply to Rocket Lab stockholders who enter in the Second Amended and Restated Registration Rights Agreement and become subject to the lock-up provisions thereof. In addition, Sponsor has agreed not to transfer, sell or assign its shares of New Rocket Lab Common Stock received in connection with the Business Combination until the earliest of (a) one year after the Closing and (b) subsequent to Closing, (i) if the closing price of the New Rocket Lab Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, or (y) the date on which New Rocket Lab completes a liquidation, merger, share exchange or other similar transaction that results in all of its public stockholders having the right to exchange their common stock for cash, securities or other property.

Management Redemption Agreement

Rocket Lab has entered into a management redemption agreement (the “Management Redemption Agreement”) with certain members of its management pursuant to which Rocket Lab will redeem from such individuals shares of Rocket Lab Common Stock and options to purchase shares of Rocket Lab Common Stock (the “Management Redemption Shares/Options”) for an aggregate purchase price of $40,000,000 the “Management Redemption Amount”).

Ownership of New Rocket Lab

As of June 7, 2021, (A) the authorized capital stock of Rocket Lab consists of: (i) 46,000,000 shares of common stock, of which 8,715,084 shares are issued and outstanding; (ii) 6,898,281 shares of Series A Preferred Stock, of which 6,898,281 shares are issued and outstanding; (iii) 11,987,187 shares of Series B Preferred Stock, of which 11,953,413 shares are issued and outstanding; (iv) 4,900,204 shares of Series C Preferred Stock, of which 4,887,114 shares are issued and outstanding; (v) 2,650,450 shares of Series D Preferred Stock, of which 2,573,252 shares are issued and outstanding; (vi) 4,368,313 shares of Series E Preferred Stock, of which 4,368,313 shares are issued and outstanding; and (vii) 650,140 shares of Series E-1 Preferred Stock, of which 650,140 shares are issued and outstanding; (B) there are 1,787,328 vested and outstanding options to purchase shares of Rocket Lab Common Stock and 517,863 unvested and outstanding options to purchase shares of Rocket Lab Common Stock; (C) there are 1,651,951 outstanding restricted stock units for shares of Rocket Lab Common Stock; (D) there are 188,678 outstanding warrants to purchase shares of Rocket Lab Common Stock or preferred stock and (E) there was an outstanding earnout obligation pursuant to which Rocket Lab may be required to issue up to 211,416 shares of common stock.

Concurrently with the Domestication, Rocket Lab will enter into the Charter Amendment, and in connection therewith, among other things, (i) each issued and outstanding share of Rocket Lab preferred stock will convert into shares of Rocket Lab Common Stock, in accordance with the terms thereof; (ii) each issued and outstanding share of Rocket Lab Common Stock (after giving effect to the conversion contemplated by clause (i)) will convert automatically into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio and (iii) each then issued and outstanding Rocket Lab Warrant will convert into a Rocket Lab New Warrant for a number of shares of Rocket Lab Common Stock and with the applicable exercise price per share determined in accordance with the Merger Agreement.

The following table illustrates varying ownership levels in New Rocket Lab Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) the maximum number of Management Redemption Shares/Options are repurchased pursuant to the Management Redemption Agreement, (ii) 395,988,051 shares of New Rocket Lab Common Stock are held by the Rocket Lab Holders on a fully diluted


 

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basis, including shares attributable to vested and unvested restricted stock units, warrants, options and other rights held by the Rocket Lab Holders as of June 7, 2021 determined based on the treasury method, consistent with the calculation of the Exchange Ratio, (iii) 46,700,000 shares of New Rocket Lab Common Stock are issued in the PIPE Financing, (iv) no Assumed Warrants that will be outstanding immediately following Closing have been exercised, (v) the Earnout Shares are not earned and (vi) the Implied Vector Share Price is slightly higher than $10.00, representing the per share amount held in Vector’s trust account as of March 31, 2021. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details. If the actual facts differ from these assumptions, the ownership percentages in New Rocket Lab will be different and totals may not add up to 100% due to rounding New Rocket Lab Common Stock.

 

     Share Ownership in New Rocket Lab
(Percentage of Diluted Shares)
 
     No redemptions     Maximum
redemptions(1)
 

Rocket Lab Holders(2)

     82.0     87.2

PIPE Investors(3)

     9.7     10.3

Vector public shareholders(4)

     6.6     0.7

Initial Shareholders(5)

     1.7     1.8

 

(1)

Maximum redemptions scenario assumes redemption of 28,700,000 shares, which represents the maximum number of Class A ordinary shares that can be redeemed, while still satisfying the Minimum Available Cash Condition.

(2)

Assumes that (i) the maximum number of Management Redemption Shares/Options are repurchased pursuant to the Management Redemption Agreement and (ii) a number of shares of New Rocket Lab Common Stock subject to restricted stock units, warrants, options and other rights held by the Rocket Lab Holders at Closing, determined based on the treasury method consistent with the calculation of the Exchange Ratio, are outstanding, which results in an aggregate of 395,988,051 outstanding shares of New Rocket Lab Common Stock held by the Rocket Lab Holders.

(3)

Consists of 46,700,000 shares to be acquired in connection with the PIPE Financing.

(4)

In the no redemptions scenario, include (i) 30,000,000 issued in connection with Vector’s initial public offering and (ii) an additional 2,000,000 shares issued pursuant to the partial exercise by the underwriters of their over-allotment option in connection with Vector’s initial public offering. In the maximum redemptions scenario, includes 3,300,000 shares.

(5)

Includes 8,000,000 shares of New Rocket Lab Common Stock.

For further details, see “Business Combination Proposal — Consideration to Rocket Lab Holders in the Business Combination.”

Date, Time and Place of Annual General Meeting of Vector’s Shareholders

The annual general meeting of Vector, will be held at 8:00 a.m., Pacific time, on August 20, 2021, at the offices of Kirkland & Ellis LLP, located at 555 California Street, 27th Floor, San Francisco, California 94104, and via a virtual meeting, unless the annual general meeting is adjourned, to consider and vote upon the proposals to be put to the annual general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the annual general meeting, each of the Vector Shareholder Matters have not been approved.

Voting Power; Record Date

Vector shareholders will be entitled to vote or direct votes to be cast at the annual general meeting if they owned ordinary shares at the close of business on June 30, 2021, which is the “record date” for the annual


 

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general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. As of the close of business on the record date, there were 40,000,000 ordinary shares issued and outstanding, of which 32,000,000 were issued and outstanding public shares.

Quorum and Vote of Vector Shareholders

A quorum of Vector shareholders is necessary to hold a valid meeting. A quorum will be present at the annual general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the annual general meeting are represented in person or by proxy at the annual general meeting. As of the record date for the annual general meeting, 20,000,001 ordinary shares would be required to achieve a quorum.

The Initial Shareholders have, pursuant to the Sponsor Letter Agreement and the Insider Letter, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the annual general meeting. As of the date of this proxy statement/prospectus, the Initial Shareholders own 20.0% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

The proposals presented at the annual general meeting require the following votes:

 

  (i)

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

  (ii)

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

  (iii)

Governing Documents Proposals: The separate approval of each of the Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter, other than Proposal C which requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

  (iv)

Nasdaq Proposal: The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

  (v)

Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

  (vi)

Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at


 

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  least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

 

  (vii)

Director Proposal: The appointment of each director nominee requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding Class B ordinary shares entitled to vote and actually cast thereon at the annual general meeting. Pursuant to our existing organizational documents, until consummation of the Business Combination, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Proposal. Our Sponsor has informed us that it intends to vote in favor of the Director Proposal.

 

  (viii)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

Redemption Rights

Pursuant to the Existing Governing Documents, a public shareholder may request that Vector redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (i)

(a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental, Vector’s transfer agent, in which you (i) request that Vector redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (iii)

deliver your public shares to Continental, Vector’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 8:00 a.m., Pacific time, on August 18, 2021 (two business days before the annual general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Vector’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Vector’s transfer agent, New Rocket Lab will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, this would have amounted to approximately $10.00 per issued and outstanding public share, based on 28,700,000 shares subject to possible redemption as of March 31, 2021. If a public shareholder exercises its redemption rights in full, then


 

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it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and accordingly it is shares of Vector Delaware Class A common stock that will be redeemed immediately after consummation of the Business Combination. See “annual general meeting of Vector— Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Initial Shareholders have, pursuant to the Sponsor Letter Agreement and the Insider Letter, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the annual general meeting and waive their anti-dilution rights with respect to their Class B ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own 20.0% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

Holders of the warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither our shareholders nor our warrant holders have appraisal rights in connection with the Domestication under the Cayman Islands Companies Act or under the DGCL.

Vector Delaware stockholders will have appraisal rights with respect to the First Merger only under the circumstances set forth in Section 262 of the DGCL and subject to their compliance with the requirements of Section 262. In order to preserve any appraisal rights that a stockholder may have, in addition to otherwise complying with the applicable provisions of the DGCL, such stockholder must not vote in favor of, or consent to, the First Merger, and must submit a written demand for appraisal in a timely manner in accordance with the applicable provisions of the DGCL.

To the extent appraisal rights are available under Delaware law, a stockholder who properly seeks appraisal and strictly complies with the applicable requirements of the DGCL (a “Dissenting Holder”) will be entitled to receive a cash payment equal to the fair value of his, her or its Vector Delaware common stock in connection with the First Merger, in lieu of the applicable consideration in the First Merger. The “fair value” of Vector Delaware common stock, as determined by the Delaware Court of Chancery (the “Court”) could be more or less than, or the same as, the value of the consideration that a Dissenting Holder would otherwise be entitled to receive under the terms of the Merger Agreement. To seek appraisal, a stockholder must comply strictly with all of the procedures required under the DGCL, including delivering a written demand for appraisal to Vector Delaware or Rocket Lab, as applicable, in a timely manner, not voting in favor of, or consenting to, the First Merger and continuing to hold his, her or its shares through the Closing. Failure to comply strictly with all of the procedures required under the DGCL will result in the loss of appraisal rights.

For a further description of the appraisal rights available to Vector Delaware stockholders and the procedures required to exercise such appraisal rights, see “Appraisal Rights” and the provisions of Section 262 of the DGCL that grant appraisal rights and govern such procedures, which are attached as Annex M to this proxy


 

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statement/prospectus. If a stockholder holds shares through a broker, bank or other nominee and the stockholder wishes to exercise appraisal rights, such stockholder should consult with such stockholder’s broker, bank or other nominee sufficiently in advance of the annual general meeting to permit such nominee to exercise appraisal rights on such stockholder’s behalf. In view of the complexity of Delaware law, stockholder who may wish to pursue appraisal rights should promptly consult their legal and financial advisors.

Rocket Lab intends to mail the notice of appraisal rights with respect to the Second Merger promptly following stockholder adoption of the Merger Agreement. Vector and Rocket Lab currently anticipate that the 20- day period for Rocket stockholders to demand appraisal will expire before the First Effective Time, and before holders of Vector Delaware common stock receive any stock of Rocket Lab. Accordingly, Vector and Rocket Lab currently anticipate that holders of Vector Delaware common stock are entitled to appraisal rights only with respect to the First Merger, and will not be entitled to appraisal rights in connection with the Second Merger.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Vector has engaged Morrow to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the annual general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “annual general meeting of Vector — Revoking Your Proxy.”

Interests of Vector Directors and Executive Officers in the Business Combination

When you consider the recommendation of the Vector Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Initial Shareholders, including Vector’s directors, have interests in such proposal that are different from, or in addition to, those of Vector shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

 

   

the fact that our Initial Shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

 

   

the fact that the New Rocket Lab Common Stock to be received by the Sponsor and each of Vector’s independent directors upon conversion of their Class B ordinary shares, which were initially acquired by the Sponsor for an aggregate purchase price of $25,000, would have an aggregate market value of $79,500,000 and $250,000, respectively, assuming a share price of $10.00 at the closing of the Business Combination, or $85,860,000 and $270,000 based upon the closing price of $10.80 per Class A ordinary share on Nasdaq on July 16, 2021;

 

   

the fact that the 5,600,000 New Rocket Lab Warrants to be received by the Sponsor upon conversion of its private placement warrants in connection with the Mergers, which were initially purchased by the Sponsor for an aggregate purchase price of $8.4 million, would have an aggregate market value, assuming they had the same value as the public warrants, of approximately $18,928,000 based upon the closing price of $3.38 per public warrant on Nasdaq on July 16, 2021;

 

   

the fact that the affiliates of Vector have agreed to purchase 5,000,000 shares of New Rocket Lab Common Stock at $10.00 per share in the PIPE Financing on the same terms and conditions as the other PIPE Investors and, if unrestricted and freely tradable, such shares would have an aggregate market value of approximately $54,000,000 based upon the closing price of $10.80 per Class A ordinary share on Nasdaq on July 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus;

 

   

the fact that the Initial Shareholders and certain of Vector’s current officers have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than


 

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public shares) held by them if Vector fails to complete an initial business combination by September 29, 2022;

 

   

the fact that the Second Amended and Restated Registration Rights Agreement will be entered into by the Sponsor and certain other affiliates of Vector;

 

   

the continued indemnification of Vector’s directors and officers and the continuation of Vector’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

 

   

the fact that the Initial Shareholders will lose their entire investment in Vector if an initial business combination is not consummated by September 29, 2022;

 

   

the fact that if the trust account is liquidated, including in the event Vector is unable to complete an initial business combination by September 29, 2022, the Sponsor has agreed to indemnify Vector to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Vector has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Vector, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and

 

   

the fact that Vector may be entitled to distribute or pay over funds held by Vector outside the trust account to the Sponsor or any of its Affiliates prior to the Closing.

The Initial Shareholders have, pursuant to the Sponsor Letter Agreement and the Insider Letter, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the annual general meeting and waive their redemption rights with respect to such ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own 20.0% of the issued and outstanding ordinary shares. See “Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, Rocket Lab and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Vector Shareholder Matters, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Vector Shareholder Matters. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, Rocket Lab and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (i) increase the likelihood of satisfaction of the requirements that each of the Vector Shareholder Matters be approved by the requisite vote, (ii) otherwise limit the number of public shares electing to redeem their public shares and (iii) increase the likelihood that New Rocket Lab’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the


 

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persons described above would allow them to exert more influence over the approval of the proposals to be presented at the annual general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the annual general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Shareholders of Vector

The Vector Board believes that the Business Combination Proposal and the other proposals to be presented at the annual general meeting are in the best interest of Vector and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Director Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the annual general meeting.

The existence of financial and personal interests of one or more of Vector’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Vector and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Vector’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Vectors Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination, assuming (i) none of Vector’s outstanding public shares are redeemed in connection with the Business Combination and (ii) 28,700,000 of Vector’s outstanding public shares are redeemed in connection with the Business Combination.

No Redemption

 

Source of Funds(1) (in thousands)

    

Uses(1) (in thousands)

 

Existing Cash held in trust account(2)

   $ 320,010     

Transaction Fees and Expenses

   $ 49,100  

PIPE Financing

     467,000     

Management Redemption Amount(3)

     40,000  
     

Remaining Cash on Balance Sheet

     697,910  
  

 

 

       

 

 

 

Total Sources

   $ 787,010      Total Uses    $ 787,010  
  

 

 

       

 

 

 

 

(1)

Totals might be affected by rounding.

(2)

As of March 31, 2021.

(3)

Assumes the maximum number of Management Redemption Shares/Options are repurchased pursuant to the Management Redemption Agreement.


 

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Maximum Redemption

 

Source of Funds(1) (in thousands)

    

Uses(1) (in thousands)

 

Existing Cash held in trust account(2)

   $ 320,010      Transaction Fees and Expenses    $ 49,100  
     

Vector public redemption(3)

     287,009  
      Management Redemption Amount(4)      40,000  

PIPE Financing

     467,000      Remaining Cash on Balance Sheet      410,901  
  

 

 

       

 

 

 

Total Sources

   $ 787,010      Total Uses    $ 787,010  
  

 

 

       

 

 

 

 

(1)

Totals might be affected by rounding.

(2)

As of March 31, 2021.

(3)

Based on 28,700,000 shares subject to possible redemption, which assumes the maximum number of Class A ordinary shares that can be redeemed are redeemed, while still satisfying the Minimum Available Cash Condition.

(4)

Assumes the maximum number of Management Redemption Shares/Options are repurchased pursuant to the Management Redemption Agreement.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Domestication, the Mergers, and exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Vector as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Vector Delaware immediately following the Domestication will be the same as those of Vector immediately prior to the Domestication.

The Business Combination

The Business Combination is made up of the series of transactions within the Merger Agreement as defined elsewhere within this registration statement. For accounting purposes, this series of transactions will be accounted for as a reverse recapitalization in accordance with GAAP and Rocket Lab will be treated as the acquirer for accounting purposes, notwithstanding the legal form of the Business Combination. No step-up in basis of intangible assets or goodwill will be recorded in this transaction. The determination of Rocket Lab as the accounting acquirer considered various factors, including that Rocket Lab will comprise the ongoing operations of the post-combination company, Rocket Lab’s stockholders will hold the largest minority interest, the planned initial composition of the Board will include a majority of board members appointed by Rocket Lab, including the CEO of Rocket Lab, as well as other designees of the Rocket Lab stockholders. In addition, the ongoing senior management of the post-combination company will be substantially composed of Rocket Lab employees. Subsequent to the completion of these series of transactions, Rocket Lab will be the reporting entity with its historical and future financial information being the financial information of the public registrant.


 

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Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. Certain aspects of the Business Combination are subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. Vector and Rocket Lab have filed the required forms under the HSR Act with the Antitrust Division and the FTC and requesting early termination. The statutory HSR waiting period for the HSR Act expired on April 14, 2021.

At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of New Rocket Lab’s assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Vector cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other governmental authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Vector cannot assure you as to its result.

None of Vector or Rocket Lab are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

Vector is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Vector has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Vector, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Vector’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.


 

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We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Vector’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

We will remain a smaller reporting company until the last day of the fiscal year in which either (i) the market value of our ordinary shares held by non-affiliates exceeds $700 million as of June 30 of that fiscal year or (ii) our revenues for the fiscal year exceed $100 million and the market value of our ordinary shares held by non-affiliates exceeds $250 million as of June 30 of that fiscal year.


 

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Summary Historical Financial Information of Vector

Vector is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. Vector’s statement of operations data and cash flow data for the three months ended March 31, 2021 (unaudited) and the period from July 28, 2020 (inception) through December 31, 2020 and balance sheet data as of March 31, 2021 and December 31, 2020 are derived from Vector’s unaudited interim financial statements and audited financial statements included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with Vector’s consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vector” contained elsewhere in this proxy statement/prospectus. Vector’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

 

     For the three months
ended March 31,
2021 (unaudited)
    For the period from
July 28, 2020
(inception) through
December 31, 2020
(audited)
 

Statement of Operations Data:

    

Formation and operating costs

     1,930,406     $ 357,463  

Change in fair value of warrant liabilities

     (21,634,667   $ 11,989,334  

Net loss

     (35,902,214   $ (12,341,951

Weighted average Class A and ordinary shares outstanding, basic and diluted

     (23,560,263     31,553,191  

Weighted average Class B ordinary shares outstanding, basic and diluted

       7,732,484  

Basic and diluted net income per Class A ordinary share

     (0.00   $ (0.00

Basic and diluted net loss per Class B ordinary share

     (2.95   $ (1.60

Condensed Balance Sheet Data (At Period End):

    

Total assets

     320,787,359     $ 321,327,396  

Total liabilities

     59,090,288     $ 35,980,062  

Class A ordinary shares; 25,669,707 and 28,025,733 shares subject to possible redemption at 10.00 per share

     256,697,070     $ 280,257,330  

Shareholder’s Equity

    

Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 3,974,267 shares issued and outstanding (excluding 28,025,733 shares subject to possible redemption)

     633     $ 397  

Class B ordinary shares

     800     $ 800  

Total shareholders’ equity

     5,000,001     $ 5,000,004  

Cash Flow Data:

    

Net cash used in operating activities

     (440,450   $ (506,715

Net cash used in investing activities

     —       $ (320,000,000

Net cash provided by financing activities

     —       $ 321,372,618  

 

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Summary Historical Financial Information of Rocket Lab

Rocket Lab is providing the following summary historical financial data to assist you in your analysis of the financial aspects of the Business Combination. Rocket Lab’s statement of operations data and cash flow data for the years ended December 31, 2020 and 2019 and balance sheet data as of December 31, 2020 and 2019 are derived from Rocket Lab’s audited financial statements included elsewhere in this proxy statement/prospectus. Rocket Lab’s statement of operations data and cash flow data for the three months ended March 31, 2021 and 2020 and balance sheet data as of March 31, 2021 are derived from Rocket Lab’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with Rocket Lab’s consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rocket Lab” contained elsewhere in this proxy statement/prospectus. Rocket Lab’s historical results are not necessarily indicative of future results.

 

     Three months ended March 31,      Year ended December 31,  
             2021                      2020              2020      2019  
     (unaudited, in thousands)      (in thousands)  

Statement of Operations Data:

        

Revenues

   $ 18,192      $ 1,417      $ 35,160      $ 48,399  

Cost of revenues

   $ 16,781      $ 5,115      $ 46,977      $ 49,475  

Gross profit

   $ 1,411      $ (3,698    $ (11,817    $ (1,076

Total operating expenses

   $ 13,702      $ 8,456      $ 43,135      $ 31,817  

Operating loss

   $ (12,291    $ (12,154    $ (54,952    $ (32,893

Total other income, net

   $ (3,327    $ (1,807    $ 414      $ 2,887  

Loss before income taxes

   $ (15,618    $ (13,961    $ (54,538    $ (30,006

Provision for income taxes

   $ (264    $ (286    $ (467    $ (354

Net loss

   $ (15,882    $ (14,247    $ (55,005    $ (30,360

Weighted-average common shares outstanding, basic and diluted

     8,701        8,080        8,324        8,017  

Basic and diluted net loss per common share

   $ (1.83    $ (1.76    $ (6.61    $ (3.79
    

As of
        March 31,  2021        

     As of December 31,  
     2020      2019  
     (unaudited, in thousands)      (in thousands)  

Balance Sheet Data:

        

Cash and cash equivalents

     $   34,228                   $ 52,792      $ 95,878  

Total assets

     $ 168,467                   $ 187,869      $ 195,185  

Total liabilities

     $   73,712                   $ 79,617      $ 59,254  

Total shareholders’ deficit

     $(180,205)                  $ (166,708    $ (118,529
     Three months ended March 31,      Year ended December 31,  
     2021      2020      2020      2019  
     (unaudited, in thousands)      (in thousands)  

Cash Flow Data:

           

Net cash used in operating activities

   $ (15,479    $ (7,705    $ (27,757    $ (25,324

Net cash used in investing activities

   $ (4,046    $ (6,401    $ (37,329    $ (20,597

Net cash provided by (used in) financing activities

   $ 414      $ 5      $ 21,478      $ (83

 

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Summary Unaudited Pro Forma Condensed

Combined Financial Information

The Business Combination and Related Transactions

On March 1, 2021, Vector Acquisition Corporation, a Cayman Islands exempted company (“Vector”), entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 thereto dated May 7, 2021 and Amendment No. 2 thereto, dated June 25, 2021 (as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Vector, Rocket Lab USA, Inc., a Delaware corporation (“Rocket Lab”), and Prestige USA Merger Sub, a Delaware corporation and wholly-owned subsidiary of Rocket Lab (“Merger Sub”).

In accordance with the terms and subject to the conditions of the Merger Agreement, (A) immediately prior to the Business Combination (i) each of the outstanding shares of common stock and preferred stock of Rocket Lab will be converted into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio, which is determined on the basis of an implied Rocket Lab fully diluted equity value of $4.00 billion and the Implied Vector Share Price, and (ii) corresponding adjustments will be made to all outstanding restricted stock units, warrants, options and other rights to acquire Rocket Lab stock to reflect such conversion, including adjustments to the number of shares and, if applicable, purchase price per share of the shares subject to such restricted stock units, warrants, options and other rights, (B) Vector will change its jurisdiction of organization to Delaware, (C) following such domestication Merger Sub will merge with and into Vector Delaware and Vector Delaware will become a wholly owned subsidiary of Rocket Lab (the “First Merger”), and at the effective time of the First Merger, (i) each issued and outstanding share of Vector Delaware common stock will be converted into a right to receive, on a one-for-one basis, one share of Rocket Lab Common Stock; (ii) each issued and outstanding Vector Delaware warrant will be converted into a right to receive, on a one-for-one basis, one warrant to purchase one share of Rocket Lab Common Stock; and (iii) each then issued and outstanding Vector Delaware unit will be converted into a right to receive, on a one-for-one basis, one unit of Rocket Lab, and (D) Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger (the “Second Merger”), and at the effective time of the Second Merger, (i) each outstanding share of Rocket Lab Common Stock will be converted into a right to receive, on a one-for-one basis, one share of New Rocket Lab Common Stock, (ii) each restricted stock unit (whether vested or unvested) relating to a share of Rocket Lab Common Stock will be converted, on a one-for-one basis, into a restricted stock unit relating to a share of New Rocket Lab Common Stock, (iii) each outstanding option (whether vested or unvested) and warrant to purchase Rocket Lab Common Stock will be converted, on a one-for-one basis, into an option or warrant, as applicable, to purchase a share of New Rocket Lab Common Stock at the same per share price and (iv) each other outstanding right to acquire a share of Rocket Lab Common Stock will be converted, on a one-for-one basis, into a right to acquire a share of New Rocket Lab Common Stock (the “Business Combination”).

Concurrently with the execution of the Merger Agreement, Vector entered into the Subscription Agreements with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Vector agreed to issue and sell to such PIPE Investors, an aggregate of 46,700,000 shares of New Rocket Lab Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $467.0 million, on the terms and subject to the conditions set forth in the Subscription Agreements (the “PIPE Financing”).

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Vector will grant the investors in the PIPE Financing certain customary registration rights.

In addition, the obligation of Rocket Lab to consummate the Business Combination is subject to, among other conditions, the aggregate cash proceeds received from the trust account, together with the proceeds from


 

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the PIPE Financing, equaling no less than $500,000,000 (after deducting any amounts paid to Vector’s public shareholders that exercise their redemption rights in connection with the Business Combination) (the “Minimum Available Cash Condition”).

Summary Unaudited Pro Forma Condensed Combined Financial Information

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination and related transactions. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Vector will acquire all of the outstanding equity interests of Rocket Lab in the Business Combination, Vector will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Rocket Lab issuing shares for the net assets of Vector, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Rocket Lab. The summary unaudited pro forma condensed combined balance sheet as of March 31, 2021 gives effect to the Business Combination and related transactions as if they had occurred on March 31, 2021. The summary unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020 give effect to the Business Combination and related transactions as if they had occurred on January 1, 2020.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Vector and Rocket Lab for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Vector’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Vector following the reverse recapitalization.

The pro forma adjustments giving effect to the Business Combination and related transactions are summarized below, and are discussed in further detail in the notes to the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus:

 

   

the consummation of the Business Combination and reclassification of cash held in Vector’s trust account to cash and cash equivalents, net of redemptions (see below);

 

   

the consummation of the PIPE Financing;

 

   

additional compensation expense associated with Rocket Lab’s restricted stock units in connection with the Business Combination as a result of the satisfaction of the performance condition becoming probable;

 

   

the payment of deferred offering and transaction costs incurred by both Vector and Rocket Lab; and

 

   

the repurchase of $40 million of Rocket Lab Common Stock and options to purchase Rocket Lab Common Stock from certain members of Rocket Lab management in connection with the Business Combination.

The terms of the Business Combination also include an earnout provision pursuant to which certain additional contingent consideration in the form of shares of New Rocket Lab Common Stock would be payable


 

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to the Rocket Lab Holders if the closing price of New Rocket Lab Common Stock is equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing. In evaluating the accounting treatment for the earnout, we have concluded that the earnout is not a liability under ASC 480, Distinguishing Liabilities from Equity, is not subject to the accounting guidance under ASC 718, Compensation—Stock Compensation, and that the earnout is not subject to derivative accounting under ASC 815, Derivative and Hedging. As such, the Company will recognize the earnout in equity at fair value at the time of the closing of the Second Merger by crediting additional paid-in-capital for the fair value of the earnout and record a corresponding deemed dividend to additional paid-in-capital for a corresponding amount. Because the impact of the earnout has no net impact to equity, the unaudited pro forma condensed combined financial information does not reflect earnout consideration effects.

The Summary Pro Forma Information has been prepared using the assumptions below with respect to the potential redemption into cash of Vector Class A ordinary shares:

 

   

Assuming No Redemptions: This scenario assumes that no public shareholders of Vector exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

 

   

Assuming Maximum Redemptions: This scenario assumes that 28,700,000 Vector Class A ordinary shares subject to redemption are redeemed for an aggregate payment of approximately $287.0 million (based on an estimated per share redemption price that is slightly higher than $10.00 representing the per share amount held in Vector’s trust account as of March 31, 2021. These shares represent the maximum number of Class A ordinary shares that can be redeemed while still satisfying the Minimum Available Cash Condition.

 

Summary Unaudited Pro Forma Condensed Combined

   (Assuming No
Redemptions)
    (Assuming Maximum
Redemptions)
 
(in thousands, except share data)             

Statement of Operations Data

    

Three Months Ended March 31, 2021

    

Net loss

   $ (38,684   $ (38,684

Net loss per common share - basic and diluted

   $ (0.09   $ (0.09

Weighted-average common shares outstanding - basic and diluted

     448,740,686       420,040,686  

Year Ended December 31, 2020

    

Net loss

   $ (85,180   $ (85,180

Net loss per common share - basic and diluted

   $ (0.19   $ (0.21

Weighted-average common shares outstanding - basic and diluted

     441,461,024       412,761,024  

Balance Sheet Data as of March 31, 2021

    

Total assets

   $ 865,643     $ 578,643  

Total liabilities

   $ 112,950     $ 112,950  

Total stockholders’ equity

   $ 752,693     $ 465,693  

 

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Comparative Per Share Data

The following tables present Vector’s and Rocket Lab’s historical and pro forma per share data as of and for the three months ended March 31, 2021, and for the year ended December 31, 2020. The pro forma net loss per common share data for the three months ended March 31, 2021 and the year ended December 31, 2020 is presented as if the Business Combination had been completed on January 1, 2020. The information provided in the table below is unaudited.

The historical per share data of Vector was derived from the unaudited financial statements of Vector as of and for the three months ended March 31, 2021, and the audited financial statements of Vector as of December 31, 2020 and for the period from July 28, 2020 (inception) through December 31, 2020 included elsewhere in this proxy statement/prospectus. The historical financial information of Rocket Lab was derived from the unaudited financial statements of Rocket Lab as of and for the three months ended March 31, 2021, and the audited consolidated financial statements of Rocket Lab as of and for the year ended December 31, 2020, included elsewhere in this proxy statement/prospectus. This information should be read together with Vector’s and Rocket Lab’s audited and unaudited financial statements and related notes, the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and other financial information included elsewhere in this proxy statement/prospectus.

The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the results of operations or the financial condition that would have occurred if the Business Combination had been completed as of the dates described above.

 

    Historical     Pro Forma Combined     Equivalent Pro Forma Combined  

As of and for three months ended
March 31, 2021

  Rocket Lab
(Historical)
    Vector
(Historical)
    Assuming
No
Redemptions
    Assuming
Maximum
Redemptions
    Assuming
No
Redemptions
    Assuming
Maximum
Redemptions
 

Basic and diluted net loss per share, Class A common stock and common stock subject to possible redemption

    N/A     $ —         N/A       N/A       N/A       N/A  

Basic and diluted weighted average shares outstanding, Class A common stock and common stock subject to possible redemption

    N/A       32,000,000       N/A       N/A       N/A       N/A  

Basic and diluted net loss per share, Class B common stock

    N/A     $ (2.95     N/A       N/A       N/A       N/A  

Basic and diluted weighted average shares outstanding, Class B common stock

    N/A       8,000,000       N/A       N/A       N/A       N/A  

Basic and diluted net loss per share, Rocket Lab common stock

  $ (1.83     N/A     $ (0.09   $ (0.09   $ (0.78   $ (0.83

 

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    Historical     Pro Forma Combined     Equivalent Pro Forma Combined  

As of and for three months ended
March 31, 2021

  Rocket Lab
(Historical)
    Vector
(Historical)
    Assuming
No
Redemptions
    Assuming
Maximum
Redemptions
    Assuming
No
Redemptions
    Assuming
Maximum
Redemptions
 

Basic and diluted weighted average shares outstanding, Rocket Lab common stock

    8,700,780       N/A       448,740,686       420,040,686       448,740,686       420,040,686  

Book value per share, basic and diluted (1), (2), (3)

  $ (20.68   $ 0.13     $ 1.67     $ 1.11     $ 15.16     $ 10.02  

 

    Historical     Pro Forma Combined     Equivalent Pro Forma Combined  

Year ended December 31, 2020

  Rocket Lab
(Historical) 
    Vector
(Historical)
    Assuming
No
Redemptions
    Assuming
Maximum
Redemptions
    Assuming
No
Redemptions
    Assuming
Maximum
Redemptions
 

Basic and diluted net income per share, Class A common stock and common stock subject to possible redemption

    N/A     $ 0.00       N/A       N/A       N/A       N/A  

Basic and diluted weighted average shares outstanding, Class A common stock and common stock subject to possible redemption

    N/A       31,553,191       N/A       N/A       N/A       N/A  

Basic and diluted net loss per share, Class B common stock

    N/A     $ (1.60     N/A       N/A       N/A       N/A  

Basic and diluted weighted average shares outstanding, Class B common stock

    N/A       7,732,484       N/A       N/A       N/A       N/A  

Basic and diluted net loss per share, Rocket Lab common stock

  $ (6.61     N/A     $ (0.19   $  (0.21   $ (1.75   $ (1.87

Basic and diluted weighted average shares outstanding, Rocket Lab common stock

    8,324,252       N/A       441,461,024       412,761,024       441,461,024       412,761,024  

 

(1)

Historical book value per share is equal to total stockholder’s equity divided by common stock shares outstanding.

(2)

Pro forma book value per share is equal to pro forma total stockholders’ equity divided by pro forma common stock shares outstanding.

(3)

Equivalent pro forma book value per share is equal to pro forma book value per share multiplied by the Exchange Ratio.


 

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RISK FACTORS

Vector shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to Vector’s and Rocket Lab’s business, results of operations, financial condition and prospects. If any of the risks actually occur, Vector’s and Rocket Lab’s business, results of operations, financial condition and prospects could be harmed.

Risks Related to Rocket Lab’s Business

Unless the context requires otherwise, references to “Rocket Lab,” “we,” “us” or “our” in this section are to the business and operations of Rocket Lab prior to the Business Combination and to New Rocket Lab and its subsidiaries following the Business Combination.

Risks Relating to Our Business

We have experienced rapid growth in recent periods and those growth rates may not be indicative of our future growth. If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and financial condition could be harmed.

We have experienced, and may continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. Additionally, our organizational structure is becoming more complex as we scale our operational, financial and management controls, as well as our reporting systems and procedures. For example, our headcount has grown from approximately 526 employees as of December 2019 to approximately 592 as of March 2021, and we have expanded across all areas of our business.

To manage growth in our operations, we will need to continue to grow and improve our operational, financial and management controls and our reporting systems and procedures. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, sales and marketing, administrative, financial, research and development, and other resources. If we fail to manage our anticipated growth, such failure could negatively affect our reputation and harm our ability to attract new customers and to grow our business.

Our revenue was $48 million and $35 million for the years ended December 31, 2019 and 2020, respectively and was $18.2 million for the three months ended March 31, 2021. In future periods, we may not be able to generate or sustain revenue growth. Our revenue growth has been and may continue to be affected by the COVID-19 pandemic. We believe our success and revenue growth depends on a number of factors, including, but not limited to, our ability to:

 

   

scale our revenue and achieve the operating efficiencies necessary to achieve and maintain profitability;

 

   

anticipate and respond to changing customer preferences;

 

   

anticipate and respond to macroeconomic changes generally, including changes in the markets for rocket launch services, mission services, satellites and satellite components;

 

   

improve and expand our operations and information systems;

 

   

successfully compete against established companies and new market entrants;

 

   

manage and improve our business processes in response to changing business needs;

 

   

effectively scale our operations while maintaining high customer satisfaction;

 

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hire and retain talented employees at all levels of our business;

 

   

avoid or manage interruptions in our business from information technology downtime, cybersecurity breaches and other factors affecting our physical and digital infrastructure;

 

   

adapt to changing conditions in our industry and related to the COVID-19 pandemic and measures implemented to contain its spread; and

 

   

comply with regulations applicable to our business.

If we are unable to accomplish any of these tasks, our revenue growth will be harmed. We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations, and financial condition will be harmed, and we may not be able to achieve or maintain profitability.

We have a limited operating history in an evolving industry, which makes it difficult to forecast our revenue, plan our expenses and evaluate our business and future prospects.

We have a limited operating history in a rapidly evolving industry that may not develop in a manner favorable to our business. While our business has grown rapidly, and much of that growth has occurred in recent periods, the markets for launch services, space systems, spacecraft components and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to our business. As a result of our limited operating history and ongoing changes in our new and evolving industry, our ability to forecast our future results of operations and plan for and model future growth is limited and subject to a number of uncertainties. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts. If we do not address these risks successfully, our results of operations could differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to suffer and our common stock price to decline.

We have a history of losses, we anticipate increasing operating expenses in the future, and we may not be able to achieve and, if achieved, maintain profitability.

We experienced net losses of $30 million and $55 million in 2019 and 2020, respectively and was $15.9 million for the three months ended March 31, 2021. We expect to continue to incur net losses for the next several years and we may not achieve or maintain profitability in the future. We believe there is a significant market opportunity for our business, and we intend to invest aggressively to capitalize on this opportunity. Because the markets for rocket launch services, mission services, satellites, and satellite components are evolving, it is difficult for us to predict our future results of operations or the limits of our market opportunity. We expect our operating expenses to significantly increase as we make significant investments, expand our operations and infrastructure, develop and introduce new technologies, and hire additional personnel. These efforts may be more costly than we expect and may not result in revenue growth or increased efficiency. In addition, as we grow and become a public company, we will incur additional significant legal, accounting, and other expenses that we did not incur as a private company. If our revenue does not increase to offset these expected increases in our operating expenses, we will not be profitable in future periods. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, results of operations, and financial condition could be adversely affected. We cannot assure you that we will ever achieve or sustain profitability and may continue to incur significant losses going forward. Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our common stock to decline.

 

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Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

Due to our history of recurring losses from operations, negative cash flows from operations and a significant accumulated deficit, our independent registered public accounting firm has included an explanatory paragraph in their opinion for the year ended December 31, 2020 referencing our statement in the notes to the financial statements as to the substantial doubt about our ability to continue as a going concern. Our audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 and our unaudited consolidated financial statements as of and for the three months ended March 31, 2021 have been prepared in accordance with GAAP, which contemplates that we will continue to operate as a going concern. Our financial statements do not contain any adjustments that might result if we are unable to continue as a going concern.

Management’s plans to continue as a going concern include raising additional financing, specifically through the Business Combination, and generating revenues through agreements for our services and products. There can be no assurance that our plans will be successful and, as such, our management concluded that substantial doubt exists about our ability to continue as a going concern. Further, the perception that we may not be able to continue as a going concern may also make it more difficult to operate our business due to concerns about our ability to meet our contractual obligations.

Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.

Our financial performance is dependent on our ability to generate a sustainable order rate for our products and services. This can be challenging and may fluctuate on an annual basis as the number of contracts awarded varies. If we are unable to win new awards or execute existing contracts as expected, our business, results of operations, and financial position could be further adversely affected.

The cyclical nature of the rocket launch services, mission services, satellite and satellite component markets could negatively impact our ability to accurately forecast customer demand. The markets that we serve may not grow in the future and we may not be able to maintain adequate gross margins or profits in these markets. Our growth is dependent on the growth in the sales of services provided by our customers, our customers’ ability to anticipate market trends, and our ability to anticipate changes in the businesses of our customers and to successfully identify and enter new markets. If we fail to anticipate such changes in demand, our business, results of operations, and financial position could be adversely affected.

The rocket launch services, mission services, satellite, and satellite component industries are each characterized by development of technologies to meet changing customer demand for complex and reliable products and services. Our current development projects include reusability of the Electron first stage; Photon spacecraft capabilities; new reaction wheel sizes; and a new medium-lift rocket, called Neutron, for constellation deployment, interplanetary missions and human spaceflight. Our products and services embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others. Failure or delays to meet the requisite and evolving industry or user standards could have a material adverse effect on our business, results of operations, and financial condition. Failure of suppliers to deliver against end customer requirements could lead to a material adverse effect on our financial results.

We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture and commercialization of new rocket launch services, mission services, satellites, satellite components and related technology. If we fail to develop and successfully commercialize new technologies, if we fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, or are inferior to those of our competitors, our business, financial condition and results of operations could be materially and adversely impacted.

 

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Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

Changes in government policies, priorities, regulations, government agency mandates, funding levels through agency budget reductions, the imposition of budgetary constraints, or a decline in government support or deferment of funding for programs in which we or our customers participate could result in contract terminations, delays in contract awards, reduction in contract scope, performance penalties or breaches of our contracts, the failure to exercise contract options, the cancellation of planned procurements, and fewer new business opportunities, all of which could negatively impact our business, financial condition, results of operations and cash flows.

We are subject to the procurement policies and procedures set forth in the Federal Acquisition Regulation (“FAR”). The FAR governs aspects of U.S. government contracting, including contractor qualifications and acquisition procedures. The FAR provisions in U.S. government contracts must be complied with in order for the contract to be awarded and provides for audits and reviews of contract procurement, performance, and administration. Failure to comply with the provisions of the FAR could result in contract termination.

In addition, contracts with any government, including the U.S. government, may be terminated or suspended by the government at any time and could result in significant liability obligations for us. Remedies for termination may fall short of the financial benefit associated with full completion and operation of a contract. In addition, we may not be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of government contracts. The loss of one or more large contracts could have a material adverse impact on our business, financial condition, results of operations and cash flows.

During 2020 and 2019, approximately 46% and 25%, respectively, of our total annual revenues were derived from contracts with the U.S. government and its agencies or from subcontracts with other U.S. government contractors. In addition, during the three months ended March 31, 2021, approximately 37% of our revenues were derived from contracts with the U.S. government and its agencies or from subcontracts with other U.S. government contractors. Our contracts with the U.S. government are fixed-price contracts. Under firm fixed-price contracts, work performed and products shipped are priced at a fixed amount without adjustment for actual costs incurred in connection with the contract. Therefore, we bear the risk of loss if costs increase.

Our ability to pursue many of our business activities is regulated by various agencies and departments of the U.S. government and, in certain circumstances, the governments of other countries. Commercial space launches require licenses from the U.S. Department of Transportation (“DoT”) and the Federal Aviation Administration (“FAA”). The Federal Communications Commission also requires licenses for radio communications during our rocket launches. Our classified programs require that we and certain of our employees maintain appropriate security clearances. We also require export licenses from the U.S. Department of State (“DoS”), the U.S. Department of Commerce (“DoC”) and, occasionally, the governments of other countries with respect to transactions we have with foreign customers or foreign subcontractors.

Our business with various governmental entities is concentrated in a small number of primary contracts. The loss or reduction in scope of any one of our primary contracts would materially reduce our revenue.

Our business with various governmental entities is concentrated in a small number of primary contracts. We recognize significant revenue from U.S. government agencies and a significant amount of our U.S. government revenue is generated from a single contract, the Rapid Acquisition of a Small Rocket (“RASR”) program. Under the RASR contract, we expect to perform three rocket launch services. The RASR contract accounted for approximately 23% of our backlog as of March 31, 2021. Given the uncertainty surrounding future government spending and the right of U.S. government customers to terminate our contracts for convenience, there can be no assurance that the remaining backlog for this contract will ultimately be recognized in revenues. The U.S. government could cancel our RASR contract for any reason, including as a result of reductions in appropriations or our failure to achieve milestones due to technical issues or delays. A cancellation of our RASR contract could have a material adverse effect on our financial condition, results of operations and cash flow.

 

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We derive a substantial amount of our revenues from only a few of our customers. A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog.

For the year ended December 31, 2020, our top five customers together accounted for approximately 76% of our revenues. At March 31, 2021, our top five backlog customers together accounted for approximately 77% of our backlog. Our customers could experience a downturn in their business or find themselves in financial difficulties, which could result in their ceasing or reducing their use of our services or becoming unable to pay for services they had contracted to buy. In addition, some of our customers’ industries are undergoing significant consolidation, and our customers may be acquired by each other or other companies, including by our competitors. Such acquisitions could adversely affect our ability to sell services to such customers and to any end-users whom they serve. Some customers have in the past defaulted, and our customers may in the future default, on their obligations to us due to bankruptcy, lack of liquidity, operational failure, or other reasons. Such defaults could adversely affect our revenues, operating margins and cash flows. If our contracted revenue backlog is reduced due to the financial difficulties of our customers, our revenues, operating margins, and cash flows would be further negatively impacted.

Disruptions in U.S. government operations and funding could have a material adverse effect on our revenues, earnings and cash flows, and otherwise adversely affect our financial condition.

Any disruptions in federal government operations could have a material adverse effect on our revenues, earnings, and cash flows. A prolonged failure to maintain significant U.S. government operations, particularly those pertaining to our business, could have a material adverse effect on our revenues, earnings, and cash flows. Continued uncertainty related to recent and future government shutdowns, the budget and/or the failure of the government to enact annual appropriations, such as long-term funding under a continuing resolution, could have a material adverse effect on our revenues, earnings and cash flows. Additionally, disruptions in government operations may negatively impact regulatory approvals and guidance that are important to our operations.

We may not be successful in developing new technology, and the technology we are successful in developing may not meet the needs of our customers or potential new customers.

The markets in which we operate are characterized by changing technology and evolving industry standards, and we may not be successful in identifying, developing and marketing products and services that respond to rapid technological change, evolving technical standards and systems developed by others. Our competitors may develop technology that better meets the needs of our customers. If we do not continue to develop, manufacture, and market innovative technologies or applications that meet customers’ requirements, sales may suffer and our business may not continue to grow in line with historical rates or at all. If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business, or fund other liquidity needs, and our business prospects, financial condition and results of operations could be materially and adversely affected.

We operate in highly competitive industries and in various jurisdictions across the world which may cause us to have to reduce our prices.

We operate in highly competitive industries and many of our competitors are larger and have substantially greater resources than we have.

We may also face competition in the future from emerging low-cost competitors. Competition in the rocket launch, satellite and satellite component businesses is highly diverse, and while our competitors offer different products and services, there is often competition for contracts.

In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including

 

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significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with rocket launch, satellite and satellite component development activities for these competitors. This market environment may result in increased pressures on our pricing and other competitive factors.

Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Our results of operations are materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, interest rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions. Current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.

We often rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

Historically, we have contracted with a single vendor or a limited number of vendors to provide certain key products or services, such as composites, inertial measurement units, construction of launch vehicle structures, and ground network services. In addition, our manufacturing operations depend on specific technologies and companies for which there may be a limited number of vendors. If these vendors are unable to meet our needs because they fail to perform adequately, are unable to match new technological requirements or problems, or are unable to dedicate engineering and other resources necessary to provide the services contracted for, our business, financial position and results of operations may be adversely affected. While alternative sources for these products, services, and technologies may exist, we may not be able to develop these alternative sources quickly and cost-effectively, which could materially impair our ability to operate our business. Furthermore, these vendors may request changes in pricing, payment terms, or other contractual obligations, which could cause us to make substantial additional investments.

Additionally, some of our suppliers’ employees are represented by labor unions. Labor union actions at suppliers can also affect us. Work stoppages and instability in our relationships with labor unions could delay the production and/or development of our products, which could strain relationships with customers and cause a loss of revenues which would adversely affect our operations.

Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us.

Many raw materials, major components, and product equipment items are procured or subcontracted on a single or sole-source basis. Although we maintain a qualification and performance surveillance process and we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects shortages or price increases may have in the future. Our ability to manage inventory and meet delivery requirements may be constrained by our suppliers’ inability to scale production and adjust delivery of long-lead time products during times of volatile demand. Our inability to fill our supply needs would jeopardize our ability to fulfill obligations under commercial and government contracts, which could, in turn, result in reduced sales and profits, contract penalties or terminations, and damage to customer relationships, and could have a material adverse effect on our operating results, financial condition, or cash flows.

Key raw materials and components used in our operations include chemicals; composites; electronic, electro-mechanical and mechanical components; subassemblies; and subsystems that are integrated with the manufactured parts for final assembly into finished products and systems. We are impacted by increases in the prices of raw materials used in production on fixed-price business. We monitor sources of supply to attempt to

 

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assure that adequate raw materials and other components and supplies needed in manufacturing processes are available. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty completing qualification of new sources of supply, implementing use of replacement materials, components or new sources of supply, or a continuing increase in the prices of raw materials, energy, or components could have a material adverse effect on our operating results, financial condition, or cash flows.

The expansion of our operations subjects us to additional risks that can adversely affect our operating results.

We contemplate further expansion of our operations as part of our growth strategy, including the development of our Neutron launch vehicle. Our current and contemplated operations subject us to a variety of risks, including:

 

   

recruiting and retaining talented and capable management and employees;

 

   

competition from other companies with significant market share in those markets and with better understanding of demand;

 

   

difficulties in enforcing contracts, collecting accounts receivables, and longer payment cycles;

 

   

regulatory, political or contractual limitations on our ability to operate in certain foreign markets, including trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses;

 

   

compliance with anti-bribery laws, including without limitation the Foreign Corrupt Practices Act;

 

   

varying security laws and regulations in other countries;

 

   

increased management, travel, infrastructure and legal compliance costs associated with having multiple operations;

 

   

differing regulatory and legal requirements and possible enactment of additional regulations or restrictions on the use, import or export of our products and services, which could delay or prevent the sale or use of our products and services in some jurisdictions;

 

   

currency translation and transaction risk, which may negatively affect our revenue, cost of net revenue, and gross margins, and could result in exchange losses;

 

   

heightened exposure to political instability, war and terrorism;

 

   

access to launch capacity at government-controlled launch sites, such as our Launch Complex 2 at the NASA-operated Mid-Atlantic Regional Spaceport at Wallops Island, Virginia;

 

   

weaker protection of intellectual property rights in some countries; and

 

   

overlapping of different tax regimes.

Any of these risks could harm our operations and reduce our sales, adversely affecting our business, operating results, financial condition and growth prospects.

Launch vehicles are subject to manufacturing delays, damage or destruction during pre-launch operations, and launch failures, the occurrence of which can materially and adversely affect our operations.

Delays in the manufacturing of launch vehicles, damage or destruction during pre-launch operations, or launch failures could have a material adverse effect on our business, financial condition and results of operations. The loss of, or damage to, a launch vehicle could result in significant delays in anticipated revenue to be generated by other rocket launch services using the same or similar launch vehicles or their components.

 

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Satellites are subject to manufacturing and launch delays, damage or destruction during pre-launch operations, launch failures and incorrect orbital placement, the occurrence of which can materially and adversely affect our operations.

Delays in the manufacturing of satellites, launch delays, damage or destruction during pre-launch operations, launch failures or incorrect orbital placement could have a material adverse effect on our business, financial condition and results of operations. The loss of, or damage to, a satellite due to a launch failure could result in significant delays in anticipated revenue to be generated by that satellite. Any significant delay in the commencement of service of a satellite would delay or potentially permanently reduce the revenue anticipated to be generated by that satellite. In addition, if the loss of a satellite were to occur, we may not be able to accommodate affected customers with our other satellites until a replacement satellite is available, and we may not have on hand, or be able to obtain in a timely manner, the necessary funds to cover the cost of any necessary satellite replacement. Any launch delay, launch failure, underperformance, delay, or perceived delay could have a material adverse effect on our results of operations, business prospects and financial condition.

If our launch vehicles and spacecraft fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations.

The manufacturing, testing, launching and operation of launch vehicles and spacecraft involves complex processes and technology. Our launch vehicles employ advanced technologies and sensors that are exposed to severe environmental stresses that have and could affect the performance of our launch vehicles. Hardware component problems and software issues could lead to deterioration in performance or loss of functionality of a launch vehicle and spacecraft. In addition, human operators may execute improper commands that may negatively impact a launch vehicle’s or spacecraft performance. Exposure of our launch vehicles and spacecraft to an unanticipated catastrophic event, such as collision with space debris, could reduce the performance of, or completely destroy, the affected launch vehicle and spacecraft. For example, as of June 15, 2021, we have had 17 successful orbital missions and two failed customer launches, which occurred in July 2020 and May 2021. In July 2020, the failed launch resulted from a battery related power-supply issue on the second stage propulsion system. In May 2021, our failed launch resulted from a second stage engine computer malfunction. The failed missions resulted in the loss of all payloads onboard and prevented us from conducting future launches until we had investigated the cause of the failures and obtained authorization from the Federal Aviation Administration to resume launches, which, in each case, took slightly less than three weeks.

During any period of time in which a type of launch vehicle or spacecraft is not operational, we may lose most or all of the revenue that otherwise would have been derived from it. Our inability to repair or replace a defective type of launch vehicle or spacecraft, or correct any other technical problem in a timely manner could result in a significant loss of revenue. If a launch vehicle or spacecraft experiences a significant anomaly such that its type is no longer operational, it would significantly impact our business, prospects and profitability. Additionally, any launch failures could damage our reputation and ability to obtain future customers for our launch services, prevent us from receiving any payments contingent on a successful launch and increase our insurance rates, which could have a material adverse effect on our business and prospects.

Any inability to operate Electron at our anticipated launch rate could adversely impact our business, financial condition and results of operations.

We currently are dependent on Electron. To be successful, we will need to maintain a sufficient launch rate, which will be negatively impacted if we are not able to operate Electron for any reason. We may be unable to operate Electron at our anticipated launch rate for a number of reasons, including, but not limited to, production delays or failures, design and engineering flaws, launch failures, natural disasters, epidemics or pandemics, changes in governmental regulations or in the status of our regulatory approvals or applications, or other events that force us to cancel or reschedule launches.

 

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If our satellites fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations.

The manufacturing, testing, launching and operation of satellites involves complex processes and technology. Our satellites employ advanced technologies and sensors that are exposed to severe environmental stresses in space that have and could affect the performance of our satellites. Hardware component problems in space could lead to deterioration in performance or loss of functionality of a satellite. In addition, human operators may execute improper commands that may negatively impact a satellite’s performance. Exposure of our satellites to an unanticipated catastrophic event, such as a meteor shower or a collision with space debris, could reduce the performance of, or completely destroy, the affected satellite.

We cannot provide assurances that our satellites will continue to operate successfully in space throughout their expected operational lives. Even if a satellite is operated properly, technical flaws in that satellite’s sensors or other technical deficiencies or anomalies could significantly hinder its performance.

We may experience other problems with our satellites that may reduce their performance. During any period of time in which a satellite is not fully operational, we may lose most or all of the revenue that otherwise would have been derived from that satellite. Our inability to repair or replace a defective satellite or correct any other technical problem in a timely manner could result in a significant loss of revenue. If a satellite experiences a significant anomaly such that it becomes impaired or is no longer functional, it would significantly impact our business, prospects and profitability.

Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our launch vehicle and spacecraft performance.

Space weather, including coronal mass ejections and solar flares have the potential to impact the performance and controllability of launch vehicles and spacecraft on orbit, including completely disabling our launch vehicles or spacecraft on orbit. Although we have some ability to actively maneuver our satellites to avoid potential collisions with space debris or other spacecraft, this ability is limited by, among other factors, uncertainties and inaccuracies in the projected orbit location of and predicted conjunctions with debris objects tracked and cataloged by the U.S. government. Additionally, some space debris is too small to be tracked and therefore its orbital location is completely unknown; nevertheless, this debris is still large enough to potentially cause severe damage or a failure of our launch vehicles or satellites should a collision occur.

Increased congestion from the proliferation of low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and limit or impair our launch flexibility and/or access to our own orbital slots.

Recent years have seen increases in the number of satellites deployed to low earth orbits, and publicly announced plans call for many thousands of additional satellite deployments over the next decade. The proliferation of these low Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and affect our ability to effectively access sufficient orbital slots to support the expected growth across our business.

Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.

We sell complex and technologically advanced products and services, including rocket launch services, mission services, satellites and satellite components. Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from third parties. Most of the launch vehicles, satellites and satellite components we have developed must function

 

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under demanding and unpredictable operating conditions and in harsh and potentially destructive environments. Our products and services may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or we may not be able to detect and fix all defects in the launch vehicles, satellites, satellite components and systems we sell and/or use. Failure to do so could result in lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards.

Our business involves significant risks and uncertainties that may not be covered by insurance.

A significant portion of our business relates to designing, developing and manufacturing advanced space technology products and services. New technologies may be untested or unproven. Failure of some of these products and services could result in extensive property damage. Accordingly, we may incur liabilities that are unique to our products and services.

The amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities. Existing coverage may be canceled while we remain exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and liabilities.

We have historically insured against liability to third parties from launch activities as required by law to the extent that insurance was available on acceptable premiums and other terms. The insurance coverage for third-party damages may not be sufficient to cover the liability. Although the U.S. government may pay claims for third-party damages to the extent they exceed our insurance coverage, this depends on a government appropriation and is subject to a statutory limit. In addition, this insurance will not protect us against our own losses, including to our launch vehicle, launch complex and satellites.

The price and availability of insurance fluctuate significantly. Insurance market conditions or factors outside our control at the time we are in the market for the required insurance, such as failure of launch vehicles and satellites, could cause premiums to be significantly higher than current estimates and could reduce amounts of available coverage. The cost of our insurance has been increasing and may continue to increase. Higher premiums on insurance policies will reduce our operating income by the amount of such increased premiums. If the terms of insurance policies become less favorable than those currently available, there may be limits on the amount of coverage that we can obtain or we may not be able to obtain insurance at all.

In addition, even though we carry business interruption insurance policies, any business interruption losses could exceed the coverage available or be excluded from our insurance policies. Any disruption of our ability to operate our business could result in a material decrease in our revenues or significant additional costs to replace, repair, or insure our assets, which could have a material adverse impact on our financial condition and results of operations.

Interruption or failure of our infrastructure could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results.

We are vulnerable to natural disasters and significant disruptions including tsunamis, floods, earthquakes, fires, water shortages, other extreme weather conditions, epidemics or pandemics, acts of terrorism, power shortages and blackouts, aging infrastructures and telecommunications failures. In the event of such a natural disaster or other disruption, we could experience: disruptions to our operations or the operations of suppliers, subcontractors, distributors or customers; destruction of facilities; and/or loss of life.

The availability of many of our products and services depends on the continuing operation of our information technology and communications systems. Any downtime, damage to, or failure of our systems could result in interruptions in our operations and services, which could reduce our revenue and profits. Our systems are vulnerable to damage or interruption from floods, fires, power loss, aging infrastructure, telecommunications failures, computer viruses, computer denial of service attacks, or other attempts to harm our systems. Our

 

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manufacturing facilities are also subject to risks associated with an aging infrastructure. An infrastructure failure could result in the destruction of launch vehicles, satellites and satellite components being manufactured or in inventory, manufacturing delays, or additional costs. We do not maintain back-up manufacturing facilities or operations. The occurrence of any of the foregoing could result in lengthy interruptions in our operations and services and/or damage our reputation, which could have a material adverse effect on our financial condition and results of operations.

Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business.

Our operations, products, services and intellectual property are inherently at risk of disruption, loss, inappropriate access, or tampering by both insider threats and external bad actors. In particular, our operations face various cyber and other security threats, including attempts to gain unauthorized access to sensitive information, intellectual property and networks. In addition, insider threats, threats to the safety of our directors and employees, threats to the security of our facilities, infrastructure, and supply chain, and threats from terrorist acts or other acts of aggression could have a material adverse impact on our business.

Our customers and suppliers face similar threats. Customer or supplier proprietary, classified, or sensitive information stored on our networks is at risk. Assets, intellectual property and products in customer or supplier environments are also inherently at risk. We also have risk where we have access to customer and supplier networks and face risks of breach, disruption, or loss as well.

Our systems and processes can be attacked by third parties to obtain access to our data, systems and assets. The techniques used to gain unauthorized access are constantly evolving, and we may be unable to anticipate or prevent all unauthorized access, disruption, loss, or harm. Because of our highly desired intellectual property and our support of the U.S. government and other governments, we (and our customers and suppliers) may be a particularly attractive target for such attacks by hostile foreign governments. From time to time, we have experienced attacks on our systems from bad actors that, to date, have not had a material adverse effect on our business. We cannot offer assurances, however, that future attacks will not materially adversely affect our business.

A security event or other significant disruption of our operations, systems, assets, products, or services could:

 

   

disrupt the proper functioning of our networks, applications and systems and therefore our operations and/or those of certain of our customers or suppliers;

 

   

result in the unauthorized access to, and destruction, loss, theft, misappropriation, or release of, our, our customers’, or our suppliers’ proprietary, confidential, sensitive or otherwise valuable information, including trade secrets, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;

 

   

destroy or degrade assets including space, ground and intellectual property assets;

 

   

manipulate or tamper with our operations, products, services or other systems delivered to our customers or suppliers;

 

   

compromise other sensitive government functions; and

 

   

damage our reputation with our customers (particularly agencies of various governments) and the public generally.

A security event that involves classified or other sensitive government information or certain controlled technical information could subject us to civil or criminal penalties and could result in loss of security clearances

 

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and other accreditations, loss of our government contracts, loss of access to classified information, loss of export privileges or debarment as a government contractor.

We are unable to predict the extent to which epidemics, pandemics, and similar outbreaks, including the global COVID-19 pandemic, may adversely impact our business operations, financial performance, results of operations and stock price.

We face a wide variety of risks related to health epidemics, pandemics, and similar outbreaks, including the global outbreak of coronavirus disease 2019 (“COVID-19”). Since first reported in late 2019, the COVID-19 pandemic has dramatically impacted the global health and economic environment, including millions of confirmed cases, business slowdowns or shutdowns, government challenges, and market volatility of an unprecedented nature. We cannot predict the future course of events nor can we assure that this global pandemic, including its economic impact, will not have a material adverse impact on our business, financial position, results of operations and/or cash flows.

Our operations may be further impacted by the COVID-19 pandemic if significant portions of our workforce are unable to work effectively, including because of illness, quarantines or absenteeism; steps the company has taken to protect health and well-being; government actions; facility closures; work slowdowns or stoppages; inadequate supplies or resources (such as reliable personal protective equipment, testing and vaccines); or other circumstances related to COVID-19. We may be unable to perform fully on our contracts, we may experience interruptions in our business, and we may incur liabilities and suffer losses as a result. We will continue to incur additional costs as a result of the COVID-19 outbreak, including to protect the health and well-being of our employees and as a result of impacts on operations and performance, which costs we may not be fully able to recover. We may be subject to additional regulatory requirements, enforcement actions and litigation, with costs and liabilities that are not fully recoverable or insured. The continued spread of COVID-19 may also affect our ability to hire, develop and retain our workforce.

The continued global pandemic, including the economic impact, are likely also to cause further disruption in our supply chain. If our suppliers have increased challenges with their workforce (including as a result of illness, absenteeism or government orders), facility closures, access to necessary components and supplies, access to capital, and access to fundamental support services (such as shipping and transportation), they may be unable to provide the agreed-upon goods and services in a timely, compliant, and cost-effective manner. We may incur additional costs and delays in our business, including as a result of higher prices, schedule delays or the need to identify and develop alternative suppliers, and we may need to provide additional resources to support our suppliers or otherwise continue performance under our contracts. In some instances, we may be unable to do that, incurring additional liabilities under our current contracts and hampering new ones.

The global COVID-19 crisis is putting extraordinary pressures on the U.S. and other governments. It could cause delays or limits in the ability of the government and other customers to perform, including making timely payments and awards to us, negotiating contracts, supporting contractual activities, accepting delivery, approving security clearances (for individuals and facilities), and providing necessary personnel, equipment, and facilities. In addition, as a result of the COVID-19 crisis, there may be changes in our customers’ priorities and practices, as our customers in both the U.S. and globally confront competing budget priorities and limited resources. These changes may impact current and future programs, customer priorities, government payments, and other practices, procurements, and funding decisions.

A prolonged period of generating lower cash from operations could adversely affect both our financial condition and the achievement of our strategic objectives. Additionally, there can be no assurance that we will not face credit rating downgrades, and such downgrades could adversely affect our cost of funds, liquidity, and access to capital markets. The current market volatility may also impact investment performance and our expected asset valuations and returns, which could materially impact the calculation of long-term liabilities.

 

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We expect that the longer the COVID-19 pandemic, including its economic disruption, continues, the greater the adverse impact on our business operations, financial performance, and results of operations could be. Given the tremendous uncertainties and variables, we cannot at this time predict the impact of the COVID-19 pandemic, or any future pandemic, but anyone could have a material adverse impact on our business, financial position, results of operations, and/or cash flows.

If we cannot successfully protect our intellectual property, our business could suffer.

We rely on a combination of intellectual property rights, contractual protections, and other practices to protect our proprietary information, technologies and processes. We primarily rely on patent, copyright and trade secret laws to protect our proprietary technologies and processes, including the operations systems and technology we use throughout our business. Others may independently develop the same or similar technologies and processes or may improperly acquire and use information about our technologies and processes, which may allow them to provide products and services similar to ours, which could harm our competitive position. To the extent we pursue additional patent protection for our innovations, patents we may apply for may not issue, and patents that do issue or that we acquire may not provide us with any competitive advantages or may be challenged by third parties. There can be no assurance that any patents we obtain will adequately protect our inventions or survive a legal challenge, as the legal standards relating to the validity, enforceability, and scope of protection of patent and other intellectual property rights are uncertain. We may be required to spend significant resources to monitor and protect our intellectual property rights, and the efforts we take to protect our proprietary rights may not be sufficient.

We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although we enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic and business relationships, no assurance can be given that these agreements will be effective in controlling access to and distribution of our proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our technologies.

To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by third parties. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay future sales and introductions of new capabilities, result in our substituting inferior or more costly technologies into our business, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new capabilities, and we cannot assure you that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

Our technology may violate the proprietary rights of third parties, which could have a negative impact on our operations.

If any of our technology violates proprietary rights, including copyrights and patents, third parties may assert infringement claims against us. Certain software modules and other intellectual property used by us or in our launch vehicles, satellites, satellite components and systems make use of or incorporate licensed software components and other licensed technology. These components are developed by third parties over whom we have no control. Any claims brought against us may result in limitations on our ability to use the intellectual property

 

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subject to these claims. We may be required to redesign our launch vehicles, satellites, satellite components and systems or to obtain licenses from third parties to continue our offerings without substantially re-engineering such products or systems. Our intellectual property rights may be invalidated, circumvented, challenged, infringed or required to be licensed to others. An infringement or misappropriation could harm any competitive advantage we currently derive or may derive from our proprietary rights.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Our agreements with certain other parties include indemnification provisions, under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement and, in some cases, for damages caused by us to property or persons. The term of these indemnity provisions is generally perpetual after execution of the corresponding agreement. Large indemnity payments could harm our business, operating results and financial condition.

We are highly dependent on the services of Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr. Beck, our ability to compete could be harmed.

Our success depends, in part, on our ability to retain our key personnel. We are highly dependent on the services of Peter Beck, our President, Chief Executive Officer and Chairman. Mr. Beck is the source of many, if not most, of the ideas and execution driving our company. If Mr. Beck were to discontinue his service to us due to death, disability or any other reason, we would be significantly disadvantaged. We do not maintain, and we do not expect to maintain in the future, a key person life insurance policy with respect to Mr. Beck.

Our inability to hire or retain key personnel could adversely affect our business, operating results and financial condition.

We depend on the continued contributions of our senior management and other key personnel. The loss of the services of one or more of these individuals could significantly delay or prevent the achievement of our development and strategic objectives and could divert other senior management time in searching for their replacements. Rocket Lab has entered into the Management Redemption Agreement with certain members of its management pursuant to which Rocket Lab will redeem from such individuals shares of Rocket Lab Common Stock and options to purchase shares of Rocket Lab Common Stock for an aggregate purchase price of $40,000,000. In addition, the registration statement of which this proxy statement/prospectus is a part is registering the resale of the shares of New Rocket Lab Common Stock issued in the Second Merger, or issuable following the Second Merger upon exercise of warrants or settlement of restricted stock units the issuance of which is registered hereunder, including those held by members of our management. To the extent that members of our management redeem or sell significant amounts of equity in Rocket Lab or New Rocket Lab, we may have more difficulty in retaining and continuing to incentivize these members of management than we have historically.

Our future success also depends on our ability to identify, attract and retain highly skilled technical, managerial, finance and other personnel. The loss of the services of any of our key personnel, the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly in engineering and sales, may seriously harm our business, financial condition and results of operations. We face intense competition for qualified individuals from numerous companies. Often, significant amounts of time and resources are required to train technical, sales and other personnel. Qualified individuals are in high demand. We may incur significant costs to attract and retain them, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. We may be unable to attract and retain suitably qualified individuals who are capable of meeting our growing technical, operational and managerial requirements, on a timely basis or at all, and we may be required to pay increased compensation in order to do so. If we are unable to attract and retain the qualified personnel we need to succeed, our business would suffer. Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information.

 

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Labor-related matters, including labor disputes, may adversely affect our operations.

None of our employees are currently represented by a union. If our employees decide to form or affiliate with a union, we cannot predict the negative effects such future organizational activities will have on our business and operations. If we were to become subject to work stoppages, we could experience disruption in our operations, including delays in manufacturing and operations, and increases in our labor costs, which could harm our business, results of operations, and financial condition.

In addition, we have in the past and could face in the future a variety of employee claims against us, including but not limited to general discrimination, privacy, wage and hour, labor and employment, Employee Retirement Income Security Act and disability claims. Any claims could also result in litigation against us or regulatory proceedings being brought against us by various government agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues and create risks and uncertainties.

Acquisitions or divestitures could result in adverse impacts on our operations.

In order to grow our business, we may acquire additional assets or companies. For example, we acquired Sinclair Interplanetary on April 28, 2020. In connection with the Sinclair Interplanetary acquisition or any future acquisitions, there can be no assurance that we will be able to identify, acquire or obtain the required regulatory approvals, or profitably manage the additional businesses or successfully integrate any acquired businesses, products, or technologies without substantial expenses, delays or other operational, regulatory or financial problems. In addition, any acquired businesses, products or technologies may not achieve anticipated revenues and income growth.

Further, acquisitions may involve a number of additional risks, including diversion of management’s attention, failure to retain key personnel, or failure to attract the necessary talent to manage organizational growth. We may become responsible for unexpected liabilities that were not discovered or disclosed in the course of due diligence in connection with historical acquisitions and any future acquisitions. Additionally, acquisitions with international operations, such as the Sinclair Interplanetary acquisition with operations in Canada, expose us to greater international business risks. If we do not realize the expected benefits or synergies of an acquisition, such as revenue gains or cost reductions, there could be a material adverse effect on our business, results of operations, and financial condition.

We may also seek to divest portions of our businesses which may no longer be aligned with our strategic initiatives and long-term objectives. Various factors could materially affect our ability to successfully do so, including the availability of buyers willing to purchase the assets on terms acceptable to us, difficulties in the separation of operations, the diversion of management’s attention from other business concerns, the disruption of our business, the potential loss of key employees, and the retention of uncertain contingent liabilities related to the divested business. We cannot assure that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows.

Fluctuations in foreign exchange rates or future hedging activities could have a negative impact on our business.

We are exposed to foreign exchange risk as certain of our expenses and liabilities are required to be paid in currencies other than the U.S. dollar, primarily the New Zealand dollar, and are translated into U.S. dollars for the purposes of compiling our consolidated financial statements. During 2020, approximately 52% of our cash expenditures, or $49 million, were denominated in foreign currencies, whereas all of our revenues were denominated in U.S. dollars. In addition, we generally maintain our cash and cash equivalents in U.S. dollars or investments denominated in U.S. dollars. Fluctuations in foreign exchange rates, which can be unpredictable,

 

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could result in disproportion increases in our expenses and future liabilities as compared to our revenue and current assets. We do not currently, but may in the future, use hedging strategies or seek to maintain a greater portion of our cash and cash equivalents in foreign currencies or investments denominated in foreign currencies to manage and minimize the impact of exchange rate fluctuations on our financial statements. If we decide to hedge our foreign currency exchange rate exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs, or illiquid markets.

We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing stockholders.

Historically, we have funded our operations and capital expenditures primarily through equity issuances, debt and cash generated from our operations. Although we currently anticipate that our existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing, and we may not be able to obtain debt or equity financing on favorable terms, if at all. If we raise equity financing to fund operations or on an opportunistic basis, our stockholders may experience significant dilution of their ownership interests. If we obtain debt financing, the terms of such debt financing may restrict our ability to incur additional indebtedness, require us to maintain certain financial covenants, or restrict our ability to pay dividends. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to, among other things, develop new products, technologies and services, enhance our operating infrastructure, expand the markets in which we operate and potentially acquire complementary businesses and technologies.

As a private company, we have not been required to document and test our internal controls over financial reporting nor has our management been required to certify the effectiveness of our internal controls and our auditors have not been required to opine on the effectiveness of our internal control over financial reporting. We have identified material weaknesses in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements and have other adverse consequences.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.

We identified material weaknesses in our internal control over financial reporting that we are currently working to remediate. The material weaknesses we identified were as follows:

 

   

We did not maintain an effective control environment as we did not maintain a sufficient complement of accounting and financial reporting resources commensurate with our financial reporting requirements. This material weakness contributed to the following material weaknesses:

 

   

We did not design or maintain appropriate controls over completeness and accuracy of schedules supporting journal entries. This included schedules related to accounting estimates used in calculating revenue and cost of sales for long term contracts in sufficient levels of detail to ensure the accuracy and completeness of inputs.

 

   

We did not design or maintain the appropriate controls over the review the work of the third parties used to assist management in technical accounting positions such as the accounting for revenue in accordance with ASC 606 and specialists used for income taxes and valuations of common stock, warrants and acquired intangible assets.

 

   

We did not maintain appropriate controls which were designed over the review of account reconciliations and the preparation of the statement of cash flows.

 

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Rocket Lab’s management is in the process of developing a remediation plan. The material weaknesses will be considered remediated when Rocket Lab’s management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Rocket Lab’s management will monitor the effectiveness of its remediation plans and will make changes management determines to be appropriate.

If not remediated, these material weaknesses could result in material misstatements to Rocket Lab’s annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If Rocket Lab is unable to assert that its internal control over financial reporting is effective, or when required in the future after the consummation of the Business Combination, if our Independent Registered Public Accounting Firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of the Company’s financial reports, the market price of the Post-Combination Company common stock could be adversely affected and the Post-Combination Company could become subject to litigation or investigations by the NASDAQ, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, results of operations and financial condition but, in the view of the Company’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Company.

The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt our operations and adversely affect our financial results.

Our business operations involve the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals, including materials used in rocket propulsion. The handling, production, transport and disposition of hazardous materials could result in incidents that temporarily shut down or otherwise disrupt our manufacturing operations and could cause production delays. A release of these chemicals or an unplanned ignition or explosion could result in death or significant injuries to employees and others. Material property damage to us and third parties could also occur. Extensive regulations apply to the handling of explosive and energetic materials, including but not limited to regulations governing hazardous substances and hazardous waste. The failure to properly store and ultimately dispose of such materials could create significant liability and/or result in regulatory sanctions. Any release, unplanned ignition, or explosion could expose us to adverse publicity or liability for damages or cause production delays, any of which could have a material adverse effect on our operating results, financial condition and/or cash flows.

If we experience cost overruns on our contracts, we would have to absorb the excess costs which could adversely affect our financial results.

In 2020 and the three months ended March 31, 2021, all of our net sales were from fixed-price contracts. Under fixed-price contracts, we agree to perform specified work for a fixed price and realize all of the profit or loss resulting from variations in the costs of performing the contract. As a result, all fixed-price contracts involve

 

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the inherent risk of unreimbursed cost overruns. To the extent we incur unanticipated cost overruns on a fixed-price contract, our profitability would be adversely affected. Future profitability is subject to risks including the ability of suppliers to deliver components of acceptable quality on schedule.

Our fixed-price contracts include development work. This type of work is inherently more uncertain as to future events than non-development contracts, and, as a result, there is typically more variability in estimates of the costs to complete the development stage. While management uses its best judgment to estimate costs associated with fixed-price development, future events could result in adjustments to those estimates.

We are obligated in our existing secured loan agreement to comply with covenants that restrict our operating activities, and we may become obligated in future credit facilities or other debt agreements to comply with financial and other covenants that could further restrict our operating activities. A failure to comply could result in a default which could, if not waived by the lenders, result in increased cost, inability to make future draws on credit facilities to the extent then available, acceleration of the payment of any outstanding amounts and potentially foreclosure on our assets securing our obligations.

Our existing secured loan agreement contains various restrictive covenants which include, among others, provisions which may restrict our ability to do any of the following, subject to certain exceptions:

 

   

incur additional debt;

 

   

make distributions or redeem or repurchase our capital stock;

 

   

make loans or equity investments or advances to entities that are not subsidiary guarantors;

 

   

enter into transactions with affiliates;

 

   

create certain liens;

 

   

purchase assets or businesses other than permitted acquisitions;

 

   

sell, lease, license, transfer or otherwise dispose of assets; and

 

   

consolidate, merge or sell all or substantially all of our assets.

Future credit facilities or other debt agreements also may contain similar or additional covenants, which could include requirements that we maintain certain financial ratios.

Any of the covenants described in this risk factor may restrict our operations and our ability to pursue potentially advantageous business opportunities. In addition, our failure to pay principal and interest when due, a material adverse change in our business, operations or financial condition, a default under certain other indebtedness, the existence of unpaid fines, penalties or judgments above specified amounts, material misrepresentation and specified other events will constitute an event of default under our existing secured loan agreement and future credit facilities or other debt agreements also may contain similar event of default provisions. Our failure to comply with these covenants or the occurrence of another event of default, if not cured or waived, could result in increased cost, inability to make future draws on credit facilities to the extent then available, acceleration of the payment of any outstanding amounts and potentially foreclosure on our assets securing our obligations.

Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

We prepare our consolidated financial statements in accordance with GAAP. These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We

 

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periodically evaluate our estimates and assumptions including, but not limited to, those relating to business acquisitions, revenue recognition, restructuring costs, recoverability of assets including customer receivables, valuation of goodwill and intangibles, contingencies, stock-based compensation and income taxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies or developments in the business, which could materially affect our consolidated financial statements.

Our actual operating results may differ significantly from our guidance.

From time to time, we may release guidance regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which consists of forward-looking statements, is prepared by our management and is qualified by, and subject to, the assumptions and the other information contained or referred to in the release. Our guidance is not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither any independent registered public accounting firm nor any other independent expert or outside party compiles, examines or reviews the guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.

Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We may generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of these ranges. The principal reason that we may release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results, particularly any guidance relating to the results of operations of acquired businesses or companies as our management will be less familiar with their business, procedures and operations. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data will diminish the farther in the future that the data are forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it. Any failure to successfully implement our operating strategy could result in the actual operating results being different than the guidance, and such differences may be adverse and material.

Risks Related to Legal and Regulatory Matters

Our business is subject to various regulatory risks that could adversely affect our operations.

The environment in which we operate is highly regulated due to the sensitive nature of our complex and technologically advanced systems, including launch vehicles, satellites and satellite components, in addition to those regulations broadly applicable to publicly listed corporations. There are numerous regulatory risks that could adversely affect operations, including but not limited to:

 

   

Changes in laws and regulations. It is possible that the laws and regulations governing our business and operations will change in the future. A substantial portion of our revenue is generated from customers outside of the U.S. There may be a material adverse effect on our financial condition and results of

 

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operations if we are required to alter our business to comply with changes in both domestic and foreign regulations, tariffs, or taxes and other trade barriers that reduce or restrict our ability to sell our products and services on a global basis, or by political and economic instability in the countries in which we conduct business. Any failure to comply with such regulatory requirements could also subject us to various penalties or sanctions.

 

   

Export Restrictions. Certain of our launch vehicles, satellites, satellite components, systems, services, or technologies we have developed require the implementation or acquisition of products or technologies from third parties and affiliates, including those in other jurisdictions. In addition, certain of our launch vehicles, satellites, satellite components, systems, services or technologies may be required to be forwarded or exported to other jurisdictions. In certain cases, if the use of the technologies can be viewed by the jurisdiction in which that supplier, subcontractor or affiliate resides as being subject to export constraints or restrictions relating to national security, we may not be able to obtain the technologies and products that we require from subcontractors and suppliers who would otherwise be our preferred choice or may not be able to obtain the export permits necessary to transfer or export our technology. The inability to obtain or maintain export approvals, and export restrictions or changes during contract execution or non-compliance by our suppliers, subcontractors and customers, could have an adverse effect on our revenues and margins.

 

   

U.S. Government Approval Requirements. For certain aspects of our business operations, we are required to obtain U.S. government licenses and approvals and to enter into agreements with various government bodies in order to export launch vehicles, satellites, satellite components and related equipment, to disclose technical data, or provide defense services to foreign persons. The delayed receipt of or the failure to obtain the necessary U.S. government licenses, approvals and agreements may prohibit entry into or interrupt the completion of contracts which could lead to a customer’s termination of a contract for default or monetary penalties. In addition, certain aspects of our business operations depend on the Agreement between the Government of New Zealand and the Government of the United States of America on Technology Safeguards Associated with United States Participation in Space Launches from New Zealand. Any change or termination of this agreement could materially adversely affect our financial condition and results of operations.

 

   

Other Government Regulations. Our ability to pursue our business activities is regulated by various agencies and departments of the U.S. government and the governments of other countries. Commercial space launch activities require licenses from the Department of Transportation and, for launches from Launch Complex 1, the New Zealand Space Agency. Our license to conduct launches at Launch Complex 2 requires certification of our flight termination system software by NASA before flight, which has not yet been completed. We cannot provide assurance as to when or if such certification will be completed. Radio communications for launch activities and spacecraft operations require licenses from the Federal Communications Commission and/or New Zealand Radio Spectrum Management and frequency coordination with the International Telecommunication Union. The operation of private remote sensing space systems requires a license from the Department of Commerce. Any failure to comply with these and other regulatory requirements could subject us to various penalties or sanctions and could have a significant adverse effect on our reputation, financial condition and results of operations.

 

   

Competitive Impact of U.S. Regulations. Export and import control, economic sanction and trade embargo laws and regulations, including those administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. State Department’s Directorate of Defense Trade Controls and the U.S. Treasury Department’s Office of Foreign Assets Control, may limit certain business opportunities or delay or restrict our ability to contract with potential foreign customers or suppliers. To the extent that our non-U.S. competitors are not subject to similar export and import control, economic sanction and trade embargo laws and regulations, they may enjoy a competitive advantage with foreign customers, and it could become increasingly difficult for us to recapture this lost market share.

 

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Anti-Corruption Laws. As part of the regulatory and legal environments in which we operate, we are subject to global anti-corruption laws that prohibit improper payments directly or indirectly to government officials, authorities or persons defined in those anti-corruption laws in order to obtain or retain business or other improper advantages in the conduct of business. Our policies mandate compliance with anti-corruption laws. Failure by our employees, agents, subcontractors, suppliers and/or partners to comply with anti-corruption laws could impact us in various ways that include, but are not limited to, criminal, civil and administrative fines and/or legal sanctions and the inability to bid for or enter into contracts with certain entities, all of which could have a significant adverse effect on our reputation, operations and financial results.

Our operations in the U.S. government market are subject to significant regulatory risk.

Our operations in the U.S. government market are subject to significant government regulation. A failure by us to maintain the relevant clearances and approvals could limit our ability to operate in the U.S. government market. Further, there can be no assurance that we will continue to be awarded contracts by the U.S. government. In addition, a failure by us to keep current and compliant with relevant U.S. regulations could result in fines, penalties, repayments or suspension or debarment from U.S. government contracting or subcontracting for a period of time and could have an adverse effect on our standing and eligibility for future U.S. government contracts.

U.S. government contractors (including their subcontractors and others with whom they do business) must comply with many significant procurement regulations and other specific legal requirements. These regulations and other requirements, although often customary in government contracting, increase our performance and compliance costs and risks and are regularly evolving. New laws, regulations or procurement requirements or changes to current ones (including, for example, regulations related to cybersecurity, privacy, information protection, cost accounting, counterfeit parts, anti-human trafficking, specialty metals, conflict minerals and use of certain non-US equipment) can significantly increase our costs and risks and reduce our profitability.

We operate in a highly regulated environment and may be audited and reviewed by the U.S. government and its agencies, such as the Defense Contract Management Agency and agency Offices of Inspector General. These agencies may review performance under our contracts, our cost structure and accounting, and our compliance with applicable laws, regulations, terms, and standards, as well as the adequacy of our systems and processes in meeting government requirements. If an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties, sanctions, forfeiture of profits or suspension or debarment. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us or our business partners.

If we or those with whom we do business do not comply with the laws, regulations, contract terms and processes to which we are subject or if government customer business practices or requirements change significantly, it could affect our ability to compete and have a material adverse effect on our financial position, results of operations and/or cash flows.

Failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay or suspension of our ability to provide our products and services, and could result in loss of current and future business with the U.S. government.

Certain contracts with the U.S. government may require us to be issued facility security clearances under the National Industrial Security Program. The National Industrial Security Program requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”). Failure to maintain an agreement with the U.S. Department of Defense regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that we would not be able to enter into future contracts with the U.S. government requiring facility security clearances, and may result in the loss of our ability to complete existing contracts with the U.S. government.

 

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Changes in tax law, in our tax rates or in exposure to additional income tax liabilities or assessments may materially and adversely affect our financial condition, results of operations and cash flows.

Changes in law and policy relating to taxes may materially and adversely affect our financial condition, results of operations and cash flows. For example, on March 27, 2020 the U.S. enacted the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, NOL carryback periods, alternative minimum tax credit refunds, modification to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property.

The U.S. also enacted the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) on December 22, 2017, which significantly changed the U.S. federal income taxation of U.S. corporations. The 2017 Tax Act remains unclear in many respects and has been, and may continue to be, the subject of amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, which have mitigated or increased certain adverse impacts of the 2017 Tax Act and may continue to do so in the future. In addition, it is unclear how certain of these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. We continue to examine the impact the CARES Act and the 2017 Tax Act may have on our business in future quarters.

Our ability to use Rocket Lab’s U.S. federal and state NOL carryforwards and certain other tax attributes may be limited.

As of December 31, 2020, Rocket Lab had U.S. federal net operating loss (“NOL”) carryforwards of approximately $141.8 million, which is comprised of definite and indefinite NOLs. The company had federal NOL carryforwards of approximately $57.1 million, which begin to expire in varying amounts beginning in 2034. Federal NOLs generated after 2017 of approximately $84.7 million will carryforward indefinitely and are available to offset up to 80% of future taxable income each year. Rocket Lab also had state NOL carryforwards of approximately $10.8 million, available to reduce future taxable income, if any. If not realized, the state NOLs will begin to expire in varying amounts beginning in 2035. The NOL carryforwards may be subject to limitations based on possible ownership changes in the past or in the future, including as a result of this offering. As a result, if the combined company earns net taxable income, our ability to use the pre-change NOL carryforwards or other pre-change tax attributes to offset U.S. federal and state taxable income may still be subject to limitations, which could potentially result in increased future tax liability to us. Additionally, a challenge by a taxing authority, a change in the combined company’s ability to utilize tax benefits such as carryforwards or tax credits, or a deviation from other tax-related assumptions may cause actual financial results to deviate from previous estimates.

Under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change U.S. federal NOL carryforwards and other tax attributes (such as research tax credits) to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a greater than 50 percentage point change (by value) in a corporation’s equity ownership by certain stockholders over a rolling three-year period. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. While we do not believe that Rocket Lab has experienced ownership changes in the past that would materially limit our ability to utilize these NOL carryforwards, the Section 382 rules are complex and there is no assurance our view is correct. In the event that the combined company experiences ownership changes in the future, our ability to use pre-change NOL carryforwards and other tax attributes to offset post-change taxable income will be subject to limitations. As a result, we may be unable to use a material portion of Rocket Lab NOL carryforwards and other tax attributes, which could adversely affect our future cash flows.

On September 9, 2019, Treasury and the IRS issued proposed regulations regarding the items of income and deduction which are included in the calculation of built-in gains and losses under section 382. The proposed

 

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regulations were subject to a 60-day comment period and are proposed to be effective for ownership changes occurring after the effective date of temporary or final regulations. In response to concerns expressed in comment letters, in January 2020 the IRS withdrew a portion of the proposed regulations to provide transition relief for eligible taxpayers. Temporary or final regulations have not yet been issued by Treasury and the IRS.

In addition, California has temporarily suspended the NOL carryover deduction, and capped the use of business incentive tax credits, for three years by the enactment of Assembly Bill 85 on June 29, 2020.

Our operations are subject to governmental law and regulations relating to environmental matters, which may expose us to significant costs and liabilities that could negatively impact our financial condition.

We are subject to various federal, state, provincial and local environmental laws and regulations relating to the operation of our businesses, including those governing pollution, the handling, storage, disposal and transportation of hazardous substances, and the ownership and operation of real property. Such laws and regulations may result in significant liabilities and costs to us due to the actions or inactions of the previous owners. In addition, new laws and regulations, more stringent enforcement of existing laws and regulations or the discovery of previously unknown contamination could result in additional costs.

We may experience warranty claims for product failures, schedule delays or other problems with existing or new products.

Many of the products we develop and manufacture are technologically advanced systems that must function under demanding operating conditions. The sophisticated and rigorous design, manufacturing and testing processes and practices we employ do not entirely prevent the risk that we may not be able to successfully launch or manufacture our products on schedule or that our products may not perform as intended.

When our products fail to perform adequately, some of our contracts require us to forfeit a portion of our expected profit, receive reduced payments, provide a replacement product or service or reduce the price of subsequent sales to the same customer. Performance penalties may also be imposed when we fail to meet delivery schedules or other measures of contract performance. We do not generally insure against potential costs resulting from any required remedial actions or costs or loss of sales due to postponement or cancellation of scheduled operations or product deliveries.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, the Equity Incentive Plan or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under the Equity Incentive Plan. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.

The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.

As a public company, we are subject to the reporting requirements of the Exchange Act, the listing standards of the Nasdaq and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems and

 

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resources. For example, the Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. We may need to hire more employees in the future or engage outside consultants to assist us in complying with these requirements, which will increase our operating expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and being subject to these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this proxy statement/prospectus and in filings required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations, and financial condition could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business, results of operations and financial condition.

Risks Related to the Business Combination and Vector

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “Vector,” “we,” “us” or “our” refers to Vector or Vector Delaware prior to the Business Combination, as the case may be, and to New Rocket Lab and its subsidiaries following the Business Combination.

Our Sponsor has entered into a letter agreement with us to vote in favor of the Business Combination, regardless of how our public shareholders vote.

Unlike some other blank check companies in which the sponsor agrees to vote its shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Initial Shareholders (including our Sponsor), pursuant to the Sponsor Letter Agreement and Insider Letter, have agreed, among other things, to vote all of their ordinary shares in favor of all the proposals being presented at the annual general meeting, including the Business Combination Proposal and the Domestication Proposal. As of the date of this proxy statement/prospectus, our Initial Shareholders own 20.0% of our issued and outstanding ordinary shares.

 

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Neither the Vector Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.

Neither the Vector Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that Vector is paying for Rocket Lab is fair to Vector from a financial point of view. Neither the Vector Board nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, the Vector Board and management conducted due diligence on Rocket Lab and researched the industry in which Rocket Lab operates. The Vector Board reviewed, among other things, financial due diligence materials prepared by professional advisors, including financial and market data information on selected comparable companies, the implied purchase price multiple of Rocket Lab and the financial terms set forth in the Merger Agreement and concluded that the Business Combination was in the best interest of its shareholders. Accordingly, investors will be relying solely on the judgment of the Vector Board and management in valuing Rocket Lab, and the Vector Board and management may not have properly valued Rocket Lab’s business. The lack of a third-party valuation may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

Since the Initial Shareholders and our executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Rocket Lab is appropriate as our initial business combination. Such interests include that the Initial Shareholders and our executive officers, will lose their entire investment in us if our business combination is not completed.

When you consider the recommendation of the Vector Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Initial Shareholders, including Vector’s directors, have interests in such proposal that are different from, or in addition to (which may conflict with), those of Vector shareholders and warrant holders generally.

These interests include, among other things, the interests listed below:

 

   

the fact that our Initial Shareholders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

 

   

the fact that the New Rocket Lab Common Stock to be received by the Sponsor and each of Vector’s independent directors upon conversion of their Class B ordinary shares, which were initially acquired by the Sponsor for an aggregate purchase price of $25,000, would have an aggregate market value of $79,500,000 and $250,000, respectively, assuming a share price of $10.00 at the closing of the Business Combination, or $85,860,000 and $270,000 based upon the closing price of $10.80 per Class A ordinary share on Nasdaq on July 16, 2021;

 

   

the fact that the 5,600,000 New Rocket Lab Warrants to be received by the Sponsor upon conversion of its private placement warrants in connection with the Mergers, which were initially purchased by the Sponsor for an aggregate purchase price of $8.4 million, would have an aggregate market value, assuming they had the same value as the public warrants, of approximately $18,928,000 based upon the closing price of $3.38 per public warrant on Nasdaq on July 16, 2021;

 

   

the fact that the affiliates of Vector have agreed to purchase 5,000,000 shares of New Rocket Lab Common Stock at $10.00 per share in the PIPE Financing on the same terms and conditions as the other PIPE Investors and, if unrestricted and freely tradable, such shares would have an aggregate market value of approximately $54,000,000 based upon the closing price of $10.80 per Class A ordinary share on Nasdaq on July 16, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus;

 

   

the fact that the Initial Shareholders and certain of Vector’s current officers have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than

 

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public shares) held by them if Vector fails to complete an initial business combination by September 29, 2022;

 

   

the fact that the Registration Rights Agreement will be entered into by the Sponsor and certain other affiliates of Vector;

 

   

the fact that, at the option of the Sponsor, any amounts outstanding under any loan made by the Sponsor or any of its affiliates to Vector in an aggregate amount of up to $1,500,000 may be converted into warrants to purchase Class A ordinary shares in connection with the consummation of the Business Combination;

 

   

the continued indemnification of Vector’s directors and officers and the continuation of Vector’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

 

   

the fact that the Sponsor and Vector’s officers and directors will lose their entire investment in Vector if an initial business combination is not consummated by September 29, 2022;

 

   

the fact that if the trust account is liquidated, including in the event Vector is unable to complete an initial business combination by September 29, 2022, the Sponsor has agreed to indemnify Vector to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which Vector has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Vector, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account; and

 

   

the fact that Vector may be entitled to distribute or pay over funds held by Vector outside the trust account to the Sponsor or any of its affiliates prior to the Closing.

See “Business Combination Proposal — Interests of Vectors Directors and Executive Officers in the Business Combination for additional information on interests of Vector’s directors and executive officers.

The personal and financial interests of the Initial Shareholders as well as Vector’s directors and executive officers may have influenced their motivation in identifying and selecting Rocket Lab as a business combination target, completing the Business Combination and influencing the operation of the business following the Business Combination. In considering the recommendations of the Vector Board to vote for the proposals, its shareholders should consider these interests.

The exercise of Vector’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Vector’s shareholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require Vector to agree to amend the Merger Agreement, to consent to certain actions taken by Rocket Lab or to waive rights that Vector is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Rocket Lab’s business, a request by Rocket Lab to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Rocket Lab’s business and would entitle Vector to terminate the Merger Agreement. In any of such circumstances, it would be at Vector’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors or executive officers described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he, or they may believe is best for Vector and its shareholders and what he, or they may believe is best for himself, or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Vector does not believe there will be any changes or waivers that Vector’s directors and executive officers would be likely to make after shareholder

 

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approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Vector will circulate a new or amended proxy statement/prospectus and resolicit Vector’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

Management of New Rocket Lab will have broad discretion in the use of the funds it will have available as a result of the Business Combination and may not use them effectively.

Management of New Rocket Lab will have broad discretion in the application of the funds it will have available as a result of the Business Combination, and you will not have the opportunity as part of your investment decision to assess whether these funds are being used appropriately. The failure by management of New Rocket Lab to apply these funds effectively could harm our business. Pending their use, management of New Rocket Lab may invest the funds it will have available as a result of the Business Combination in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government. These investments may not yield a favorable return. If New Rocket Lab does not use the funds it will have available as a result of the Business Combination effectively, our business, results of operations and financial condition could be harmed.

Subsequent to consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Rocket Lab has identified all material issues or risks associated with Rocket Lab, its business or the industry in which it competes. As a result of these factors, we may incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or New Rocket Lab. Accordingly, any shareholders of Vector who choose to remain New Rocket Lab stockholders following the Business Combination could suffer a reduction in the value of their shares and warrants. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts

 

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of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what New Rocket Lab’s actual financial position or results of operations would have been.

Vector and Rocket Lab currently operate as separate companies and have had no prior history as a combined entity, and Vector’s and Rocket Lab’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of Rocket Lab. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from Vector’s and Rocket Lab’s historical financial statements and certain adjustments and assumptions have been made regarding Rocket Lab after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of Rocket Lab.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Rocket Lab’s financial condition or results of operations following the Closing. Any potential decline in Rocket Lab’s financial condition or results of operations may cause significant variations in the stock price New Rocket Lab.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete the most desirable business combination or optimize the capital structure of New Rocket Lab.

At the time of entering into the Merger Agreement, we did not know how many shareholders may exercise their redemption rights, and therefore, we needed to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. The consummation of the Business Combination is conditioned upon, among other things, the satisfaction of the Minimum Available Cash Condition. Therefore, if

 

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holders of more than 28,700,000 of our Class A ordinary shares redeem such shares in connection with the Business Combination and Rocket Lab does not otherwise waive our satisfaction of the Minimum Available Cash Condition, then the Business Combination may not be consummated. For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Our Initial Shareholders, as well as Rocket Lab, our directors, executive officers, advisors and their affiliates may elect to purchase public shares prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our Class A ordinary shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, Rocket Lab and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Vector Shareholder Matters, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Vector Shareholder Matters. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, Rocket Lab and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (i) increase the likelihood of satisfaction of the requirements that each of the Vector Shareholder Matters be approved by the requisite vote (ii) otherwise limit the number of public shares electing to redeem and (iii) increase the likelihood that New Rocket Lab’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the annual general meeting and would likely increase the chances that such proposals would be approved.

In addition, if such purchases are made, the public “float” of our public shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in our initial public offering).

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we have and will continue to seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the

 

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alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. In order to protect the amounts held in the trust account, the Sponsor has agreed to be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduces the amount of funds in the trust account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account or to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, even in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, or if we otherwise enter compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we may not be able to return to our public shareholders $10.00 per share (which was the offering price in our initial public offering).

In the event we distribute the proceeds in the trust account to our public shareholders and subsequently file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

 

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If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the trust account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares or, after the Business Combination, the New Rocket Lab Common Stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under

 

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the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which either (i) the market value of our ordinary shares held by non-affiliates exceeds $700 million as of June 30 of that fiscal year or (ii) our revenues for the fiscal year exceed $100 million and the market value of our ordinary shares held by non-affiliates exceeds $250 million as of June 30 of that fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies. Rocket Lab is not a publicly reporting company required to comply with Section 404 of the Sarbanes-Oxley Act and New Rocket Lab management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to New Rocket Lab after the Business Combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether its internal control over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of New Rocket Lab Common Stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

The price of New Rocket Lab Common Stock and New Rocket Lab’s warrants may be volatile.

Upon consummation of the Business Combination, the price of New Rocket Lab Common Stock and New Rocket Lab’s warrants may fluctuate due to a variety of factors, including:

 

   

changes in the industries in which New Rocket Lab and its customers operate;

 

   

variations in its operating performance and the performance of its competitors in general;

 

   

material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy;

 

   

actual or anticipated fluctuations in New Rocket Lab’s quarterly or annual operating results;

 

   

the public’s reaction to New Rocket Lab’s press releases, its other public announcements and its filings with the SEC;

 

   

New Rocket Lab’s failure or the failure of its competitors to meet analysts’ projections or guidance that New Rocket Lab or its competitors may give to the market;

 

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additions and departures of key personnel;

 

   

changes in laws and regulations affecting its business;

 

   

commencement of, or involvement in, litigation involving New Rocket Lab;

 

   

changes in New Rocket Lab’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

publication of research reports by securities analysts about New Rocket Lab or its competitors or its industry;

 

   

sales of shares of New Rocket Lab Common Stock by the PIPE Investors;

 

   

the volume of shares of New Rocket Lab Common Stock available for public sale, including as a result of the conversion of the Convertible Notes into shares of New Rocket Lab Common Stock or termination of the post-closing lock-up pursuant to the terms thereof; and

 

   

general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.

These market and industry factors may materially reduce the market price of New Rocket Lab Common Stock and New Rocket Lab’s warrants regardless of the operating performance of New Rocket Lab.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of New Rocket Lab Common Stock to drop significantly, even if New Rocket Lab’s business is doing well.

Sales of a substantial number of shares of New Rocket Lab Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New Rocket Lab Common Stock.

It is anticipated that, upon completion of the Business Combination on a fully diluted basis treating vested and unvested restricted stock units, warrants, options and other rights held by the Rocket Lab Holders as of June 7, 2021 as outstanding based on the treasury method, consistent with the calculation of the Exchange Ratio, (i) the Rocket Lab Holders will own, collectively, approximately 82.0% of the outstanding New Rocket Lab Common Stock; (ii) Vector’s public shareholders will own, collectively, approximately 6.6% of the outstanding New Rocket Lab Common Stock; (iii) the PIPE Investors (including affiliates of Vector) will own, collectively, approximately 9.7% of the outstanding New Rocket Lab Common Stock and; (iv) Vector’s Initial Shareholders will own, collectively, approximately 1.7% of the outstanding New Rocket Lab Common Stock. These percentages assume an Implied Vector Share Price that is slightly higher than $10.00, representing the per share amount held in Vector’s trust account as of March 31, 2021, and are subject to the New Rocket Lab Outstanding Common Stock Assumptions.

Although the Sponsor and certain of Rocket Lab’s stockholders will be subject to certain restrictions regarding the transfer of New Rocket Lab Common Stock, these shares may be sold after the expiration of the applicable transfer restrictions. As these transfer restrictions end and one or more registration statements are available for resale of these shares of New Rocket Lab Common Stock, the market price of New Rocket Lab Common Stock could decline if the holders of these restricted shares sell them or are perceived by the market as intending to sell them.

The public shareholders will experience immediate dilution as a consequence of the issuance of New Rocket Lab Common Stock as consideration in the Business Combination and in the PIPE Financing.

It is anticipated that, upon completion of the Business Combination on a fully diluted basis treating vested and unvested restricted stock units, warrants, options and other rights held by the Rocket Lab Holders as of

 

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June 7, 2021 as outstanding based on the treasury method, consistent with the calculation of the Exchange Ratio, (i) the Rocket Lab Holders will own, collectively, approximately 82.0% of the outstanding New Rocket Lab Common Stock; (ii) Vector’s public shareholders will own, collectively, approximately 6.6% of the outstanding New Rocket Lab Common Stock; (iii) the PIPE Investors (including affiliates of Vector) will own, collectively, approximately 9.7% of the outstanding New Rocket Lab Common Stock and (iv) Vector’s Initial Shareholders will own, collectively, approximately 1.7% of the outstanding New Rocket Lab Common Stock. These percentages assume an Implied Vector Share Price that is slightly higher than $10.00, representing the per share amount held in Vector’s trust account as of March 31, 2021 and are subject to the New Rocket Lab Outstanding Common Stock Assumptions.

The exercise of New Rocket Lab Warrants would increase the number of shares of New Rocket Lab Common Stock eligible for future resale in the public market and result in dilution to our stockholders.

If the Business Combination is completed, holders of our public warrants will receive New Rocket Lab Warrants to purchase an aggregate of 16,266,666 shares of New Rocket Lab Common Stock. These New Rocket Lab Warrants will become exercisable 30 days after the completion of the Business Combination. The exercise price of these New Rocket Lab Warrants will be $11.50 per share. To the extent such New Rocket Lab Warrants are exercised, additional shares of New Rocket Lab Common Stock will be issued, which will result in dilution to the holders of New Rocket Lab Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such New Rocket Lab Warrants may be exercised could adversely affect the prevailing market prices of New Rocket Lab Common Stock. However, there is no guarantee that these New Rocket Lab Warrants will ever be in the money prior to their expiration, and as such, they may expire worthless.

Even if the Business Combination is consummated, the public warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

The public warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Vector. The warrant agreement provides that the terms of the public warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or correct any mistake, but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of New Rocket Lab Common Stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption, if the last reported sales price of the New Rocket Lab Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for

 

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sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (i) exercise your warrants and pay the exercise price therefore at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

In addition, we may redeem your warrants at any time after they become exercisable and prior to their expiration at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, if the New Rocket Lab Common Stock equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If we call the warrants for redemption under this scenario, holders will be able to exercise their warrants prior to redemption for a number of shares of New Rocket Lab Common Stock determined based on the redemption date and the fair market value of such shares.

The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants. None of the private placement warrants will be redeemable by us, subject to certain circumstances, so long as they are held by our sponsor or its permitted transferees.

Nasdaq may not list New Rocket Lab’s securities on its exchange, which could limit investors’ ability to make transactions in New Rocket Lab’s securities and subject New Rocket Lab to additional trading restrictions.

An active trading market for New Rocket Lab’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In connection with the Business Combination, in order to continue to maintain the listing of our securities on Nasdaq, we will be required to demonstrate compliance with Nasdaq’s listing requirements. We will apply to have New Rocket Lab’s securities listed on Nasdaq upon consummation of the Business Combination. We cannot assure you that we will be able to meet all listing requirements. Even if New Rocket Lab’s securities are listed on Nasdaq, New Rocket Lab may be unable to maintain the listing of its securities in the future.

If New Rocket Lab fails to meet the listing requirements and Nasdaq does not list its securities on its exchange, neither we nor Rocket Lab would be required to consummate the Business Combination. In the event that we and Rocket Lab elected to waive this condition, and the Business Combination was consummated without New Rocket Lab’s securities being listed on the Nasdaq or on another national securities exchange, New Rocket Lab could face significant material adverse consequences, including:

 

   

a limited availability of market quotations for New Rocket Lab’s securities;

 

   

reduced liquidity for New Rocket Lab’s securities;

 

   

a determination that New Rocket Lab Common Stock is a “penny stock,” which will require brokers trading in New Rocket Lab Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New Rocket Lab’s securities;

 

   

a limited amount of news and analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If New

 

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Rocket Lab’s securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.

Securities research analysts may establish and publish their own periodic projections for New Rocket Lab following consummation of the Business Combination. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. While we expect research analyst coverage following consummation of the Business Combination, if no analysts commence coverage of us, the market price and volume for our common shares could be adversely affected.

We are subject to, and New Rocket Lab will be subject to, changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both Vector’s costs and the risk of non-compliance and will increase both New Rocket Lab’s costs and the risk of non-compliance.

We are and New Rocket Lab will be subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in, and New Rocket Lab’s efforts to comply likely will result in, increased general and administrative expenses and a diversion of management time and attention.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to New Rocket Lab’s disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

During the pendency of the Business Combination, Vector will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

During the pendency of the Business Combination, Vector will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative acquisition proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement, in part because of the inability of the Vector Board to change its recommendation in connection with the Business Combination. The Merger Agreement does not permit our Board of Directors to change, withdraw, withhold, qualify or modify or publicly propose to change, withdraw, modify, amend or qualify its recommendation in favor of the Business Combination Proposal.

Certain covenants in the Merger Agreement impede the ability of Vector to make acquisitions or complete certain other transactions pending completion of the Business Combination. As a result, Vector may be at a

 

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disadvantage to its competitors during that period. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Merger Agreement due to the passage of time during which these provisions have remained in effect.

Risks Related to the Consummation of the Domestication

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “we,” “us” or “our” refers to Vector prior to the Business Combination and to New Rocket Lab and its subsidiaries following the Business Combination.

The Domestication may result in adverse tax consequences for holders of public shares.

U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) may be subject to U.S. federal income tax as a result of the Domestication. Because the Domestication will occur immediately prior to the redemption of Vector Delaware Class A common stock, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication. Additionally, non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — Non-U.S. Holders” below) may become subject to withholding tax on any dividends paid or deemed paid on shares of Vector Delaware Class A common stock after the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations,” the Domestication generally should constitute a tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to the facts and circumstances relating to Vector, this result is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. If the Domestication fails to qualify as a reorganization under Section 368(a)(1)(F) of the Code, subject to the PFIC rules described in further detail below, a U.S. Holder generally would recognize gain or loss with respect to its public shares or public warrants in an amount equal to the difference, if any, between the fair market value of the corresponding shares of Vector Delaware Class A common stock or Vector Delaware warrants received in the Domestication and the U.S. Holder’s adjusted tax basis in its public shares and public warrants surrendered in exchange therefor.

In the case of a transaction, such as the Domestication, that should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders will be subject to Section 367(b) of the Code and, as a result: a U.S. Holder that on the day of the Domestication beneficially owns (actually and constructively) public shares with a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss and will not be required to include any part of Vector’s earnings in income in respect of the Domestication; a U.S. Holder that on the day of the Domestication beneficially owns (actually and constructively) public shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% or more of the total value of all classes of our stock, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its public shares for shares of Vector Delaware Class A common stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to the public shares held directly by such U.S. Holder; and a U.S. Holder that on the day of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock, will generally be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to the public shares held directly by such U.S. Holder; however, any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption).

 

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Notwithstanding the foregoing, if Vector qualifies as a PFIC, a U.S. Holder of public shares or public warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares or public warrants for Vector Delaware Class A common stock or Vector Delaware warrants pursuant to the Domestication under PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of Vector Delaware Class A common stock or Vector Delaware warrants received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding public shares or public warrants surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.

All holders are urged to consult their tax advisor for the tax consequences of the Domestication to their particular situation. For a more detailed description of the U.S. federal income tax consequences associated with the Domestication, see “U.S. Federal Income Tax Considerations.”

Upon consummation of the Business Combination, the rights of holders of New Rocket Lab Common Stock arising under the DGCL as well as Proposed Governing Documents will differ from and may be less favorable to the rights of holders of Class A ordinary shares arising under Cayman Islands law as well as our Existing Governing Documents.

Upon consummation of the Business Combination, the rights of holders of New Rocket Lab Common Stock will arise under the Proposed Governing Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in the Existing Governing Documents and Cayman Islands law and, therefore, some rights of holders of New Rocket Lab Common Stock could differ from the rights that holders of Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under the DGCL. This change could increase the likelihood that New Rocket Lab becomes involved in costly litigation, which could have a material adverse effect on New Rocket Lab.

In addition, there are differences between the Proposed Governing Documents of New Rocket Lab and the Existing Governing Documents of Vector. For a more detailed description of the rights of holders of New Rocket Lab Common Stock and how they may differ from the rights of holders of Class A ordinary shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws of New Rocket Lab are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus, and we urge you to read them.

Provisions in our Proposed Governing Documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current board of directors, and limit the market price of the New Rocket Lab Common Stock.

Provisions that will be in our Proposed Certificate of Incorporation and Proposed Bylaws could depress the trading price of New Rocket Lab Common Stock by acting to discourage, delay or prevent a change of control or changes in our management that the stockholders of our company may deem advantageous. Our Proposed Certificate of Incorporation and our Proposed Bylaws, which will become effective upon the completion of the Business Combination, will include provisions that:

 

   

provide that our board of directors will be classified into three classes of directors with staggered three-year terms;

 

   

permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships;

 

   

require super-majority voting to amend some provisions in our Proposed Bylaws and Proposed Certificate of Incorporation;

 

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authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

 

   

provide that only the Chairperson of our board of directors, our Chief Executive Officer, or a majority of our board of directors will be authorized to call a special meeting of stockholders;

 

   

prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

 

   

provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and

 

   

require satisfaction of advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Moreover, Section 203 of the DGCL may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of New Rocket Lab Common Stock. See the section titled “Description of New Rocket Lab Securities” for additional information.

Our Proposed Certificate of Incorporation will designate courts located within the State of Delaware or the federal courts located within the United States as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us.

The Proposed Certificate of Incorporation will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claims for:

 

   

any derivative action or proceeding brought on our behalf;

 

   

any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;

 

   

any action asserting a claim arising pursuant to the DGCL, our Proposed Certificate of Incorporation or our Proposed Bylaws; or

 

   

any action asserting a claim that is governed by the internal affairs doctrine, or (collectively, the “Delaware Forum Provision”).

The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act. Further, the Proposed Certificate of Incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). In addition, our Proposed Certificate of Incorporation will provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision; provided, however, that stockholders cannot and will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder.

The Delaware Forum Provision and the Federal Forum Provision in our Proposed Certificate of Incorporation may impose additional litigation costs on stockholders in pursuing any such claims. Additionally, these forum selection clauses may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum

 

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selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

Risks Related to the Redemption

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “we,” “us” or “our” refers to Vector prior to the Business Combination and to New Rocket lab and its subsidiaries following the Business Combination.

Public shareholders who wish to redeem their public shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.

A public shareholder will be entitled to receive cash for any public shares to be redeemed only if such public shareholder: (i) (a) holds public shares, or (b) if the public shareholder holds public shares through units, the public shareholder elects to separate its units into the underlying public shares and public warrants prior to exercising its redemption rights with respect to the public shares; (ii) submits a written request to Continental, Vector’s transfer agent, in which it (a) requests that Vector redeem all or a portion of its public shares for cash, and (b) identifies itself as a beneficial holder of the public shares and provides its legal name, phone number and address; and (iii) delivers its public shares to Continental, Vector’s transfer agent, physically or electronically through DTC. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 8:00 a.m. Pacific time, on, August 18, 2021 (two business days before the annual general meeting) in order for their shares to be redeemed. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Continental, Vector’s transfer agent, will need to act to facilitate this request. It is Vector’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Vector does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public shareholders who wish to redeem their public shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Vector’s transfer agent, Vector will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering, calculated as of two business days prior to the consummation of the Business Combination. Please see the section entitled “Annual General Meeting of Vector — Redemption Rights” for additional information on how to exercise your redemption rights.

 

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If a public shareholder fails to receive notice of Vector’s offer to redeem public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite Vector’s compliance with the proxy rules, a public shareholder fails to receive Vector’s proxy materials, such public shareholder may not become aware of the opportunity to redeem his, her or its public shares. In addition, the proxy materials that Vector is furnishing to holders of public shares in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem the public shares. In the event that a public shareholder fails to comply with these procedures, its public shares may not be redeemed. Please see the section entitled “Annual General Meeting of Vector — Redemption Rights” for additional information on how to exercise your redemption rights.

Vector does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Business Combination with which a substantial majority of Vector’s public shareholders have redeemed their shares.

The Existing Governing Documents do not provide a specified maximum redemption threshold, except that Vector will not redeem public shares in an amount that would cause Vector’s net tangible assets to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

As a result, Vector may be able to complete the Business Combination even though a substantial portion of public shareholders have redeemed their shares or have entered into privately negotiated agreements to sell their shares to Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by Vector or the persons described above have been entered into with any such investor or holder. Vector will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the annual general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the public shares. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, Vector will require each public shareholder seeking to exercise redemption rights to certify to Vector whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to stock ownership available to Vector at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Vector makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over Vector’s ability to consummate the Business Combination and you could suffer a material loss on your investment in Vector if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if Vector consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. Vector cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge Vector’s determination

 

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as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, Vector’s shareholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

Vector can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in Vector’s share price, and may result in a lower value realized now than a shareholder of Vector might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own financial advisor for assistance on how this may affect his, her or its individual situation.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our Business Combination or make certain amendments to our Existing Government Documents, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

 

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We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination (which shall be the Business Combination should it occur). Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Risks if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination and the Domestication, the Vector Board will not have the ability to adjourn the annual general meeting to a later date in order to solicit further votes, and, therefore, the Business Combination would not be approved or consummated.

The Vector Board is seeking approval to adjourn the annual general meeting to a later date or dates if, at the annual general meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Vector Shareholder Matters. If the Adjournment Proposal is not approved, the Vector Board will not have the ability to adjourn the annual general meeting to a later date and, therefore, will not have more time to solicit votes to approve the Vector Shareholder Matters. In such event, the Business Combination would not be approved or consummated.

Risks if the Domestication and the Business Combination are not Consummated

References in this section to “we,” “us” and “our” refer to Vector.

If we are not able to complete the Business Combination with Rocket Lab or able to complete another business combination by September 29, 2022, in each case, as such date may be extended pursuant to our Existing Governing Documents, we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

If we are not able to complete the Business Combination with Rocket Lab nor able to complete another business combination by September 29, 2022, in each case, as such date may be extended pursuant to our Existing Governing Documents we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

 

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You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend Existing Governing Documents (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by September 29, 2022 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) the redemption of our public shares if we have not consummated an initial business by September 29, 2022, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination by September 29, 2020, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

If we do not consummate an initial business combination by September 29, 2022, our public shareholders may be forced to wait until after September 29, 2022 before redemption from the trust account.

If we are unable to consummate our initial business combination by September 29, 2022 (as such date may be extended pursuant to our Existing Governing Documents), we will distribute the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of public shareholders from the trust account shall be affected automatically by function of the Existing Governing Documents prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with Cayman Islands law. In that case, investors may be forced to wait beyond September 29, 2022 (as such date may be extended pursuant to our Existing Governing Documents), before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our Existing Governing Documents, and only then in cases where investors have sought to redeem their public shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend our Existing Governing Documents. Our Existing Governing Documents provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

 

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If the net proceeds of our initial public offering not being held in the trust account are insufficient to allow us to operate through September 29, 2022, and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.00 per share, and our warrants will expire worthless.

As of March 31, 2021, we had cash of $425,453 held outside the trust account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses. In addition, as of March 31, 2021, we had total current liabilities of $1,692,954. The funds available to us outside of the trust account may not be sufficient to allow us to operate until September 29, 2022, assuming that our initial business combination is not completed during that time. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are required to seek additional capital, we would need to borrow funds from Sponsor, members of our management team or other third parties to operate or may be forced to liquidate. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share on our redemption of the public shares and the public warrants will expire worthless.

Because Vector is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Because Vector is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. Federal courts may be limited prior to the Domestication. Vector is currently an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Vector’s directors or officers, or enforce judgments obtained in the United States courts against Vector’s directors or officers.

Until the Domestication is effected, Vector’s corporate affairs are governed by the Existing Governing Documents, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Vector under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Vector’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

 

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The courts of the Cayman Islands are unlikely (i) to recognize or enforce against Vector judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Vector predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

The public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Vector Board or controlling shareholders than they would as public shareholders of a United States company.

 

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ANNUAL GENERAL MEETING OF VECTOR

General

Vector is furnishing this proxy statement/prospectus to Vector’s shareholders as part of the solicitation of proxies by the Vector Board for use at the annual general meeting of Vector to be held on August 20, 2021, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to Vector’s shareholders on or about July 21, 2021 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides Vector’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the annual general meeting.

Date, Time and Place

The annual general meeting will be held at 8:00 a.m., Pacific Time, on August 20, 2021 at the offices of Kirkland & Ellis LLP located at 555 California Street, 27th Floor, San Francisco, California 94104, and via a virtual meeting, unless the annual general meeting is adjourned. In the interest of public health, and due to the impact of the coronavirus (COVID-19), we may hold the annual general meeting through a “virtual” or online method.

Purpose of the Vector annual general meeting

At the annual general meeting, Vector is asking holders of ordinary shares to consider and vote upon:

 

   

a proposal to approve by ordinary resolution and adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination;

 

   

a proposal to approve by special resolution the Domestication;

 

   

the following three (3) separate proposals to approve the following material differences between the Existing Governing Documents and the Proposed Governing Documents:

 

   

as an ordinary resolution, to authorize the change in the authorized share capital of Vector from US$50,100 divided into (i) 450,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 2,500,000,000 shares of New Rocket Lab Common Stock and 100,000,000 shares of New Rocket Lab Preferred Stock;

 

   

as an ordinary resolution, to authorize the removal of the ability of New Rocket Lab stockholders to take action by written consent in lieu of a meeting; and

 

   

as a special resolution, to amend and restate the Existing Governing Documents and authorize all other changes in connection with the replacement of Existing Governing Documents with the Proposed Governing Documents as part of the Domestication, including (i) making New Rocket Lab’s corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act, (iii) providing that each share of Vector Delaware Class B common stock will be entitled to 10 votes per share prior to the effective time of the First Merger (which provision shall be removed and no longer be applicable upon consummation of the Business Combination) and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the Vector Board believes is necessary to adequately address the needs of New Rocket Lab after the Business Combination;

 

   

a proposal to approve by ordinary resolution the issuance of shares of New Rocket Lab Common Stock in connection with the Business Combination and the PIPE Financing pursuant to Nasdaq Listing Rule 5635;

 

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a proposal to approve by ordinary resolution and adopt the Equity Incentive Plan;

 

   

a proposal to approve by ordinary resolution and adopt the ESPP;

 

   

a proposal to approve by ordinary resolution of the Class B shareholders the re-appointment of David Kennedy as a Class I director until the earlier of (i) the Closing or (ii) the 2024 annual general meeting; and

 

   

a proposal to approve by ordinary resolution the adjournment of the annual general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the annual general meeting.

Each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal is conditioned on the approval and adoption of each of the other Vector Shareholder Matters. The Director Proposal and the Adjournment Proposal are not conditioned on any other proposal.

Recommendation of the Vector Board

The Vector Board believes that the Business Combination Proposal and the other proposals to be presented at the annual general meeting are in the best interest of Vector and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Director Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the annual general meeting.

The existence of financial and personal interests of one or more of Vector’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Vector and its shareholders and what he or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Vector’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Vectors Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

Vector shareholders holding shares in “street name” will be entitled to vote or direct votes to be cast at the annual general meeting if they owned ordinary shares at the close of business on June 30, 2021, which is the “record date” for the annual general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. As of the close of business on the record date, there were 40,000,000 ordinary shares issued and outstanding, of which 32,000,000 were issued and outstanding public shares.

Quorum

A quorum of Vector shareholders is necessary to hold a valid meeting. A quorum will be present at the annual general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the annual general meeting are represented in person or by proxy at the annual general meeting. As of the record date for the annual general meeting, 20,000,001 ordinary shares would be required to achieve a quorum.

 

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Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Vector but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the annual general meeting, and otherwise will have no effect on a particular proposal. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Business Combination Proposal.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of each of the Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter, other than Proposal C which requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the votes cast by holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the annual general meeting and entitled to vote on such matter.

The approval of the Director Proposal requires an ordinary resolution of the Class B ordinary shareholders under Cayman Islands law, being the affirmative vote in person or represented by proxy of the holders of a majority of the outstanding Class B ordinary shares entitled to vote and actually cast thereon at the annual general meeting. Vector Acquisition Partners, L.P., our sponsor and holder of approximately 99.4% of our outstanding Class B ordinary shares, has informed us that it intends to vote in favor of the Director Proposal.

Each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal is conditioned on the approval and adoption of each of the other Vector Shareholder Matters. The Director Proposal and the Adjournment Proposal are not conditioned on any other proposal.

 

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We expect that the record date relating to the approval of the First Merger by Vector Delaware stockholders will be the date of the annual general meeting, following our shareholders’ approval of the Vector Shareholder Matters. Assuming our shareholders have approved the Domestication Proposal and the Governing Documents Proposals, then, pursuant to Vector Delaware’s certificate of incorporation to be effective upon the Domestication, each stockholder 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, while each stockholder of record of Vector Delaware Class B common stock will be entitled to 10 votes per share. Under the DGCL, the First Merger will require the approval of holders of at least a majority of the voting power of the outstanding shares of Vector Delaware entitled to vote thereon. As a result of the voting power of the Vector Delaware Class B common stock, the approval of our Initial Shareholders, as the holders of such Vector Delaware Class B common stock, will be the only approval required to effect the First Merger. The purpose of utilizing this dual class structure is solely to reduce the administrative burden associated with effecting the First Merger. Following the consummation of the Business Combination, New Rocket Lab will have only one class of common stock, and all stockholders of New Rocket Lab will be entitled to the same number of votes per share on all matters to be considered by the New Rocket Lab stockholders.

Voting Your Shares

Each ordinary share that you own in your name entitles you to one vote, except for the Director Proposal. Each Class B ordinary share that you own in your name entitles you to one vote on each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Proposal and the Adjournment Proposal. Your proxy card shows the number of ordinary shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your ordinary shares at the annual general meeting:

 

   

You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Vector Board “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Adjournment Proposal and “FOR” the Director Proposal, in each case, if presented to the annual general meeting. Votes received after a matter has been voted upon at the annual general meeting will not be counted.

 

   

You can attend the annual general meeting and vote in person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way Vector can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a Vector shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify Vector in writing before the annual general meeting that you have revoked your proxy; or

 

   

you may attend the annual general meeting, revoke your proxy and vote in person, as indicated above.

 

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Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Morrow, our proxy solicitor, by calling free (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing VACQ.info@investor.morrowsodali.com.

Redemption Rights

In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, a public shareholder may request that Vector redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (i)

(a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental, Vector’s transfer agent, in which you (a) request that Vector redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (iii)

deliver your public shares to Continental, Vector’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to August 18, 2021, 8:00 a.m. Pacific time (two business days before the annual general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Vector’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Vector’s transfer agent, Vector will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, this would have amounted to approximately $10.00 per issued and outstanding public share as of March 31, 2021. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and accordingly it is shares of New Rocket Lab Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of New Rocket Lab Common Stock that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed

 

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business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the annual general meeting. If you deliver your shares for redemption to Continental, our transfer agent, and later decide prior to the annual general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the annual general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our agent, at least two business days prior to the vote at the annual general meeting.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Initial Shareholders have, pursuant to the Sponsor Letter Agreement and the Insider Letter, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the annual general meeting and waive their redemption rights with respect to such ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own approximately 20.0% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

Holders of the warrants will not have redemption rights with respect to the warrants.

The closing price of our public shares on March 31, 2021 was $15.16 per share. For illustrative purposes, as of March 31, 2021, funds in the trust account plus accrued interest thereon totaled approximately $320,009,656, or approximately $10.00 per issued and outstanding public share.

Prior to exercising redemption rights, public shareholders should verify the market price of the public shares as they may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Vector cannot assure its shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Appraisal Rights

Neither our shareholders nor our warrant holders have appraisal rights in connection with the Domestication under the Cayman Islands Companies Act or under the DGCL. As described herein, Vector Delaware stockholders will have appraisal rights with respect to the First Merger. See “Appraisal Rights”.

 

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Proxy Solicitation Costs

Vector is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Vector and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Vector will bear the cost of the solicitation.

Vector has hired Morrow to assist in the proxy solicitation process. Vector will pay that firm a fee of $37,500 plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Such fee will be paid with non-trust account funds.

Vector will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Vector will reimburse them for their reasonable expenses.

Vector Initial Shareholders’ Agreements

As of the date of this proxy statement/prospectus, there are 40,000,000 ordinary shares of Vector issued and outstanding, which includes an aggregate of 8,000,000 Class B ordinary shares held by the Initial Shareholders, including the Sponsor. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of 16,266,666 warrants to acquire ordinary shares, comprised of 5,600,000 private placement warrants held by the Sponsor and 10,666,666 public warrants.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, Rocket Lab and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Vector Shareholder Matters, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Vector Shareholder Matters. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, Rocket Lab and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (i) increase the likelihood of satisfaction of the requirements that the requirements that each of the Vector Shareholder Matters be approved by the requisite vote, (ii) otherwise limit the number of public shares electing to redeem their public shares and (iii) increase the likelihood that New Rocket Lab’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement and the PIPE Financing.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the annual general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the annual general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

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APPRAISAL RIGHTS

Unless otherwise noted, all references in this “Appraisal Rights” section to the “Surviving Corporation” refers to Vector Delaware immediately following First Effective Time and refers to New Rocket Lab after the Second Effective Time.

Appraisal Rights in Connection with the Domestication

Neither our shareholders nor our warrant holders have appraisal rights in connection with the Domestication under the Cayman Islands Companies Act or under the DGCL.

Appraisal Rights In Connection with the First Merger

Under Delaware law, if a holder of record of Vector Delaware common stock does not wish to accept the consideration provided for pursuant to the First Merger, and such merger is completed, such stockholder has the right to seek appraisal of his, her or its Vector Delaware common stock and to receive payment in cash for the fair value of his, her or its Vector Delaware common stock exclusive of any element of value arising from the accomplishment or expectation of the First Merger, as determined by the Court, together with interest, if any, to be paid upon the amount determined to be the fair value of such shares. These rights are known as appraisal rights under Delaware law. The “fair value” of such shares as determined by the Court may be more or less than, or the same as, the value of the consideration that the stockholder is otherwise entitled to receive under the terms of the Merger Agreement. Any holder of record of Vector Delaware common stock who elects to exercise appraisal rights must not consent, with respect to such shares, to the adoption of the First Merger and must properly demand appraisal of such shares and must comply with the other requirements of Section 262 of the DGCL to perfect their rights. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to strictly comply with the procedures specified in a timely and proper manner will result in the loss of appraisal rights under Delaware law. If a holder of Vector Delaware common stock wishes to exercise appraisal rights, or preserve the ability to do so, such holder must not consent, with respect to such shares, to the adoption of the First Merger and must otherwise comply with the requirements of Section 262 of the DGCL.

This section is intended only as a brief summary of the provisions of the Delaware statutory procedures that a holder of Vector Delaware common stock must follow in order to seek and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which is attached as Annex M to this proxy statement/prospectus and incorporated by reference herein and by reference to the notice of appraisal that will be mailed to holders of Vector Delaware common stock following the First Effective Time. Annex M and such notice of appraisal rights should be reviewed carefully by any stockholder who wishes to exercise appraisal rights or who wishes to preserve the right to do so, since failure to comply with the procedures of the statute will result in the loss of appraisal rights. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL. A person having a beneficial interest in Vector Delaware common stock immediately prior to the First Merger that will be held of record in the name of another person must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights.

Section 262 of the DGCL requires that, when a merger agreement is adopted by written consent of stockholders in lieu of a meeting of stockholders, each of the stockholders entitled to appraisal rights must be given notice of the approval of the merger and that appraisal rights are available. A copy of Section 262 of the DGCL must be included with such notice. The notice must be provided after the merger is approved by stockholders and no later than 10 days after the First Effective Time. This proxy statement/prospectus is not intended to constitute such notice under Section 262 of the DGCL. If given at or after the First Merger, the

 

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notice must also specify the First Effective Time, otherwise, a supplementary notice will provide this information. A holder of Vector Delaware common stock electing to exercise his, her or its appraisal rights will need to take action following receipt of the notice of appraisal rights, but this description is being provided to all shareholders now so that you can determine whether you wish to preserve your ability to demand appraisal rights in the future in response to such notice.

How to Preserve, Exercise and Perfect Your Appraisal Rights

As noted above, all holders of Vector Delaware common stock will be entitled to exercise appraisal rights with respect to the First Merger. If a holder of Vector Delaware common stock wishes to exercise appraisal rights, or preserve the ability to do so, such holder must not consent, with respect to such shares, to the adoption of the First Merger. As described below, you must also continue to hold your shares through the completion of the First Merger.

If you elect to demand appraisal of your Vector Delaware common stock, you must deliver to the Surviving Corporation, which refers to Vector Delaware immediately following the First Merger, and New Rocket Lab immediately following the Second Merger, at the specific address, which will be included in the notice of appraisal rights, a written demand for appraisal of your Vector Delaware common stock within 20 days after the date of the giving of such notice. Do not submit a demand before the date of the notice of appraisal rights, because under Delaware case law, a demand that is made before the date of such notice may not be effective to perfect your appraisal rights.

A holder of Vector Delaware common stock wishing to exercise appraisal rights must hold of record such shares on the date the written demand for appraisal is made and must continue to hold of record such shares through the First Effective Time. Appraisal rights will be lost if your Vector Delaware common stock are transferred prior to the First Merger. If you are not the stockholder of record, you will need to follow special procedures as discussed further below.

Holders of Vector Delaware common stock who are seeking appraisal of such shares must not complete or submit any letter of transmittal or other documentation to receive New Rocket Lab Common Stock. Vector Delaware will take the position that completing or submitting such documentation will be deemed acceptance of the consideration offered pursuant to the First Merger and result in the loss of a stockholder’s right to appraisal of Vector Delaware common stock.

If you and/or the record holder of your Vector Delaware common stock, fail to comply with all of the requirements of Section 262 of the DGCL to perfect your appraisal rights, you will have no appraisal rights and instead will be entitled to receive payment of the consideration provided for in the Merger Agreement with respect to the First Merger (if it is completed) and the Second Merger (if it is completed).

In order to satisfy Section 262 of the DGCL, a demand for appraisal in respect of Vector Delaware common stock must reasonably inform the Surviving Corporation of the identity of the holder of record of Vector Delaware common stock and his, her or its intent to demand the appraisal of such shares. The demand cannot be made by the beneficial owner of Vector Delaware common stock if such beneficial owner does not also hold of record Vector Delaware common stock. The beneficial owner of Vector Delaware common stock must, in such cases, cause the holder of record of such shares to submit the required demand in respect of such shares. If Vector Delaware common stock are held of record by a person other than the beneficial owner, including a fiduciary (such as a trustee, guardian or custodian) or other nominee, a demand for appraisal must be executed by such record holder.

If the Vector Delaware common stock are held of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a holder of Vector

 

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Delaware common stock; however, the agent must identify the record holder or holders and expressly disclose the fact that, in executing the demand, he, she or it is acting as agent for the record holder or holders. If you will hold your Vector Delaware common stock through a broker or other nominee who in turn will hold such shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder. A record holder, who holds Vector Delaware common stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the Vector Delaware common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number and type of Vector Delaware common stock as to which appraisal is sought. Where no number of Vector Delaware common stock is expressly mentioned, the demand for appraisal will be presumed to cover all Vector Delaware common stock held in the name of the record holder.

Actions After Completion of the Mergers

At any time within 60 days after the First Effective Time, any Vector Delaware stockholder who has not commenced an appraisal proceeding or who has joined a proceeding as a named party will have the right to withdraw a demand for appraisal and accept the consideration for his, her or its Vector Delaware common stock provided for in the Merger Agreement by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the First Effective Time, will require written approval of the Surviving Corporation. No appraisal proceeding in the Court will be dismissed as to any holder of Vector Delaware common stock without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that this shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the consideration for his, her or its Vector Delaware common stock provided for in the Merger Agreement within 60 days after the effective date of the First Merger. If the Surviving Corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or if the Court does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be more or less than, or the same as, the value of the consideration for his, her or its Vector Delaware common stock provided for in the Merger Agreement. If the shares of Vector Delaware Class A common stock are listed on a national securities exchange immediately prior to the First Merger, the Court shall dismiss the proceedings as to all holders of shares of Vector Delaware Class A common stock who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Vector Delaware Class A common stock or (2) the value of the consideration provided in the First Merger for such total number of shares exceeds $1 million. The parties anticipate that the Vector Delaware Class A common stock will be listed on a national securities exchange immediately prior to the First Merger.

Within 120 days after the First Effective Time, but not thereafter, either the Surviving Corporation or any Vector Delaware stockholder who has complied with the requirements of Section 262 of the DGCL and is otherwise entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Court demanding a determination of the fair value of the Vector Delaware common stock held by all stockholders entitled to appraisal. Upon the filing of such a petition by a Vector Delaware stockholder, service of a copy of such petition will be made upon the Surviving Corporation. There is no present intention for the Surviving Corporation to file such a petition and the Surviving Corporation has no obligation to cause such a petition to be filed, and Vector Delaware stockholders should not assume that the Surviving Corporation will file a petition. Accordingly, the failure of a Vector Delaware stockholder to file such a petition within the period specified could nullify his, her or its previous written demand for appraisal. In addition, within 120 days after the First Effective Time, any Vector Delaware stockholder who has properly submitted a written demand for appraisal, who has otherwise complied with the other such requirements of Section 262 of the DGCL, upon request given in writing, will be entitled to receive from the Surviving Corporation, a statement setting forth the aggregate number of Vector Delaware common stock for which a written consent, with respect

 

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to Vector Delaware common stock, adopting the Merger Agreement was not submitted and with respect to which demands for appraisal have been received, and the aggregate number of holders of such shares. The statement must be given within 10 days after such request has been received by the Surviving Corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of Vector Delaware common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the Surviving Corporation such statement.

If a petition for appraisal is duly filed by a Vector Delaware stockholder and a copy of the petition is served upon the Surviving Corporation, then the Surviving Corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment of their Vector Delaware common stock and with whom agreements as to the value of their Vector Delaware common stock have not been reached by the Surviving Corporation. After notice to Vector Delaware stockholders who have demanded appraisal and the Surviving Corporation given by the Delaware Register in Chancery, if such notice is ordered by the Court, the Court is empowered to conduct a hearing upon the petition and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. The Court may require Vector Delaware stockholders who have demanded payment for their Vector Delaware common stock and who hold such shares represented by certificates to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with that direction, the Court may dismiss the proceedings as to that stockholder.

After determining the Vector Delaware stockholders entitled to appraisal of their Vector Delaware common stock, the Court will appraise such shares in accordance with the rules of the Court, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court will determine the fair value of the Vector Delaware common stock as of the First Merger after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the First Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Court will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding, if the Court so determines, by the Surviving Corporation to the Vector Delaware stockholders entitled to receive the same upon surrender by those stockholders of the stock certificates representing their shares. Unless the Court in its discretion determines otherwise for good cause shown, interest from the First Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the First Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceeding, the surviving company may pay to each stockholder entitled to appraisal an amount in case, in which case interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount paid and the fair value of the shares as determined by the Court and (2) interests theretofore accrued, unless paid at that time.

No representation is made as to the outcome of the appraisal of fair value as determined by the Court and Vector Delaware stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration provided for in the Merger Agreement. Moreover, it is not anticipated that the Surviving Corporation will offer more than the consideration provided for in the Merger Agreement to any stockholder exercising appraisal rights, and the Surviving Corporation reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a Delaware Share is less than the value of the consideration provided for in the Merger Agreement in respect of such share.

In determining “fair value,” the Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally

 

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considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger and that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court and taxed upon the parties by the Court, as it deems equitable in the circumstances. Each Vector Delaware stockholder seeking appraisal is responsible for his, her or its attorneys’ and expert witness expenses; although, upon the application of a stockholder, the Court could order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all Vector Delaware common stock entitled to appraisal. Any Vector Delaware stockholder who has duly demanded appraisal in compliance with Section 262 of the DGCL will not, after the First Merger, be entitled to deliver written consent or vote any Vector Delaware common stock subject to that demand for any purpose or to receive payments of dividends or any other distributions with respect to those shares, other than with respect to payments as of a record date prior to the First Effective Time.

If no petition for appraisal is filed within 120 days after the First Effective Time, as applicable, then you will lose the right to appraisal and instead will receive the consideration for your Vector Delaware common stock pursuant to the Merger Agreement. If you otherwise fail to perfect your appraisal rights or successfully withdraw your demand for appraisal then your right to appraisal will cease and you will only be entitled to receive the consideration for your Vector Delaware common stock pursuant to the Merger Agreement.

FAILING TO FOLLOW PROPER STATUTORY PROCEDURES WILL RESULT IN LOSS OF YOUR APPRAISAL RIGHTS.

In view of the complexity of Section 262 of the DGCL, Vector Delaware stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL WILL GOVERN.

Appraisal Rights In Connection With the Second Merger

Under Delaware law, if the Second Merger is completed, holders of shares of Rocket Lab capital stock who do not wish to accept the consideration provided for pursuant to the Second Merger will have the right to seek appraisal of such shares and to receive payment in cash for the fair value of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Second Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value of such shares. Holders of shares of Rocket Lab capital stock who wish to seek appraisal must make a demand and otherwise comply with the requirements of Section 262 of the DGCL.

 

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In order to demand appraisal in connection with the Second Merger, a holder of record of Rocket Lab capital stock must make a written demand for appraisal within 20 days of the date that Rocket Lab mails a notice of appraisal rights to its stockholders. This proxy statement/prospectus is not intended to constitute such notice.

Rocket Lab intends to mail the notice of appraisal rights with respect to the Second Merger promptly following stockholder adoption of the Merger Agreement. Vector and Rocket Lab currently anticipate that the 20-day period for Rocket stockholders to demand appraisal will expire before the First Ef