S-1MEF

As filed with the Securities and Exchange Commission on March 9, 2021 under the Securities Act of 1933, as amended

No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Vector Acquisition Corporation II
(Exact name of registrant as specified in its charter)

Cayman Islands	6770	98-1575612
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

One Market Street

Steuart Tower, 23rd Floor

San Francisco, CA 94105

(415) 293-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Alex Slusky

Chief Executive Officer and Chairman

Steuart Tower, 23rd Floor

San Francisco, CA 94105

(415) 293-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies:

Christian O. Nagler, P.C.	Debbie P. Yee, P.C.	Paul D. Tropp, Esq.
Kirkland & Ellis LLP	Kirkland & Ellis LLP	Christopher J. Capuzzi, Esq.
601 Lexington Avenue	609 Main Street	Ropes & Gray LLP
New York, NY 10022	Houston, Texas 77002	1211 Avenue of the Americas
Tel: (212) 446-4800	Tel: (713) 836-3600	New York, New York 10036
	Fax: (713) 836-3601	Tel: (212) 596-6000
		Fax: (212) 596-9090

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-253171

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
Class A ordinary shares, $0.0001 par value (2)(3)	5,750,000 shares	$	10.00	$	57,500,000	$	6,273.25	(4)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Represents only the additional number of Class A ordinary shares being registered. Does not include the Class A ordinary shares that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-253171).

(3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

(4) The Registrant previously registered securities having a proposed maximum aggregate offering price of $460,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-253171), which was declared effective by the Securities and Exchange Commission on March 9, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of Class A ordinary shares having a proposed maximum offering price of $57,500,000 is hereby registered, which includes Class A ordinary shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of 5,750,000 additional Class A ordinary shares, $0.0001 par value, of Vector Acquisition Corporation II, a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-253171) (the “Prior Registration Statement”), initially filed by the Registrant on February 16, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on March 9, 2021. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of March 10, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than March 10, 2021.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-253171) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

Exhibit No.	Description
5.1	Opinion of Walkers.
23.1	Consent of WithumSmith+Brown, PC.
23.2	Consent of Walkers (included on Exhibit 5.1).

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, California on the 9th day of March 2021.

VECTOR ACQUISITION CORPORATION II

By:	/s/ Alex Slusky
Name:	Alex Slusky
Title:	Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Alex Slusky	Chief Executive Officer and Chairman	March 9, 2021
Alex Slusky
/s/ David Baylor	Chief Financial Officer	March 9, 2021
David Baylor	(Principal Financial Officer and Principal Accounting Officer)
/s/ John Herr	Director	March 9, 2021
John Herr
/s/ David Kennedy	Director	March 9, 2021
David Kennedy

II-2

EX-5.1

Exhibit 5.1

9 March 2021

Vector Acquisition Corporation II

c/o Walkers Corporate Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

Dear Sirs

Vector Acquisition Corporation II

We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration of an initial public offering by Vector Acquisition Corporation II (the "Company"), of an additional:

(i) up to 5,000,000 Class A ordinary share of the Company, par value US$0.0001; and

(ii) up to 750,000 Class A ordinary shares of the Company, par value US$0.0001, which may be issued upon exercise of an option granted to the underwriters to cover over-allotments, if any,

(together, the "Ordinary Shares") and in each case under the United States Securities Act of 1933, as amended (the "Securities Act") and pursuant to the terms of the Registration Statement (as defined in Schedule 1).

For the purposes of giving this opinion, we have examined and relied upon the originals or copies of the documents listed in Schedule 1.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.

Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.

1. The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the "Registrar").

2. The Ordinary Shares, as contemplated by the Upsizing Registration (as defined in Schedule 1), will have been duly authorised by all necessary corporate action of the Company, and upon the issue of the Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and in the manner contemplated by the Registration Statement and the Underwriting Agreement (as defined in Schedule 1), the Ordinary Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied in respect of such shares on the holder thereof by the Company).

Walkers

190 Elgin Avenue, George Town

Grand Cayman KY1-9001, Cayman Islands

T  +1 345 949 0100  F  +1 345 949 7886  www.walkersglobal.com

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The foregoing opinions are given based on the following assumptions.

1. The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents (as defined in Schedule 1) are or will be genuine and are or will be those of a person or persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been or will be so sealed. All copies are complete and conform to their originals. The Documents when executed will conform in every material respect to the latest drafts of the same produced to us prior to the date hereof and, where provided in successive drafts, have been marked up to indicate all changes to such Documents.

2. The Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each director and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

3. The Memorandum and Articles of Association will be the Memorandum and Articles of Association in effect on the issue of the Ordinary Shares.

4. We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

5. The Company will receive consideration in money or money’s worth for each Ordinary Share offered by the Company when issued at the agreed issue price as per the terms of the Registration Statement, such price in any event not being less than the stated par or nominal value of each Ordinary Share.

6. The preparation and filing of the Registration Statement has been duly authorised by or on behalf of the Company prior to the issue and sale of the Ordinary Shares.

7. Each of the Documents will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Ordinary Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).

8. The choice of New York law as the governing law of the Documents (as applicable) has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of New York law and all other relevant laws (other than the laws of the Cayman Islands).

9. The power, authority and legal right of all parties under all relevant laws and regulations (other than the Company under the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Documents.

10. All preconditions to the obligations of the parties to the Underwriting Agreement will be satisfied or duly waived prior to the issue and sale of the Ordinary Shares and there will be no breach of the terms of the Underwriting Agreement.

Walkers Page 3

The opinions expressed above are subject to the following qualifications:

1. The term "enforceable" and its cognates as used in this opinion means that the obligations assumed by any party under the Documents are of a type which the courts of the Cayman Islands (the "Courts" and each a "Court") enforce.  This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms.  In particular:

(a) enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

(b) enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy;

(c) claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

(d) where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

(e) a judgment of a Court may be required to be made in Cayman Islands dollars;

(f) to the extent that any provision of the Documents is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of the Documents that is adjudicated to constitute a secondary obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation may be limited;

(g) to the extent that the performance of any obligation arising under the Documents would be fraudulent or contrary to public policy, it will not be enforceable in the Courts;

(h) in the case of an insolvent liquidation of the Company, its liabilities are required to be translated into the functional currency of the Company (being the currency of the primary economic environment in which it operated as at the commencement of the liquidation) at the exchange rates prevailing on the date of commencement of the voluntary liquidation or the day on which the winding up order is made (as the case may be);

(i) a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard;

(j) the effectiveness of terms in the Documents excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

2. Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands (the "Companies Act") on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.  This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

Walkers Page 4

This opinion shall be construed in accordance with the laws of the Cayman Islands.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm in the Registration Statement.

Yours faithfully

Walkers

/s/ Walkers

Walkers Page 5

Schedule 1 

LIST OF DOCUMENTS EXAMINED

1. The Certificate of Incorporation dated 5 January 2021 and the draft Amended and Restated Memorandum and Articles of Association of the Company to be adopted on the effectiveness of the Registration Statement (the "Memorandum and Articles of Association").

2. The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on February 26 2021.

3. The Register of Writs and other Originating Process of the Grand Court kept at the Clerk of Court's Office, George Town, Grand Cayman (the "Court Register"), examined at 9.00am on February 26 2021 (the "Search Time").

4. A copy of a Certificate of Good Standing dated February 26 2021 in respect of the Company issued by the Registrar (the "Certificate of Good Standing").

5. A copy of executed written resolutions of the directors of the Company dated 9 March 2021 approving various matters, including the offering for sale of the Ordinary Shares (the "Resolutions").

6. Copies of the following documents (the "Documents"):

(a) the Form S-1 Registration Statement (Registration No. 333-253171) as filed on 1 March 2021 by the Company with the United States Securities and Exchange Commission and the Form S-1 MEF Registration Statement as filed on 9 March 2021 by the Company with the United States Securities and Exchange Commission registering the Ordinary Shares under the Securities Act (the Form S-1 MEF Registration Statement, as filed, the "Upsizing Registration") (together, the "Registration Statement");

(b) a draft of the form of Underwriting Agreement (the "Underwriting Agreement") to be entered into by and among the Company and Deutsche Bank Securities Inc. and BofA Securities, Inc., as underwriters (the "Underwriters").

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated January 22, 2021, relating to the financial statements of Vector Acquisition Corporation II appearing in the Registration Statement Amendment No. 1 to Form S-1, File No. 333-253171.

/s/ WithumSmith+Brown, PC

New York, New York

March 9, 2021