8-K – 2025-08-12 – g084916_8k.htm

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2025-08-12
2025-08-12

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

 

  

FORM
8-K

 

 

CURRENT
REPORT 

Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): August 12, 2025

 

 

ROCKET
LAB CORPORATION

(Exact
name of Registrant as Specified in Its Charter)

 

 

 

Delaware
001-39560
39-2182599

(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

 
 
 

3881 McGowen Street

Long Beach , California
 
90808

(Address of Principal Executive Offices)
 
(Zip Code)

 

Registrant’s
Telephone Number, Including Area Code: 714 465-5737

 

Not
Applicable

(Former
Name or Former Address, if Changed Since Last Report)

 

 

 

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities
registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Title
of each class

 

Trading
Symbol(s)

 

Name
of each exchange on which registered

Common
Stock, par value $0.0001 per share

 

RKLB

 

The
Nasdaq Stock Market LLC

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ☐

 

   

 

Item
7.01 Regulation FD Disclosure.

On
August 12, 2025, Rocket Lab Corporation (the “Company”) issued a press release announcing the closing of the previously announced
acquisition (the “Acquisition”) of the parent holding company of GEOST LLC (“GEOST”). A copy of the press release
is attached hereto and furnished herewith as Exhibit 99.1.

The
information set forth under this Item 7.01 and in Exhibit 99.1 is not being filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of the registrant
under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general
incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.

 

Item
8.01 Other Events.

 

On August 12, 2025, the Company’s wholly-owned subsidiary Rocket
Lab USA, Inc. completed the previously announced Acquisition of GEOST, paying closing consideration of $125 million in cash and issuing
3,057,588 shares of the Company’s common stock, $0.0001 par value (“Common Stock”). The agreement (the “Purchase
Agreement”) related to the Acquisition provides for an additional potential earnout of up to $50 million of cash payments to the
seller tied to future revenue targets of GEOST’s business.

 

On August 12, 2025, the Company filed with the Securities and Exchange
Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on
Form S-3ASR filed with the SEC on March 11, 2025 (File No. 333-285707), as amended by the Post-Effective Amendment No. 1 filed with the
SEC on May 27, 2025 (the “Registration Statement”), covering the resale by a certain selling stockholder of up to 3,057,588
shares of the Company’s Common Stock issued in a private placement in connection with the Acquisition. The prospectus supplement
was filed in accordance with the Purchase Agreement. A copy of the legal opinion of Goodwin Procter LLP relating to the shares covered
by the prospectus supplement is filed herewith as Exhibit 5.1, and is filed with reference to, and is hereby incorporated by reference
in, the Registration Statement.

 

Item
9.01 Financial Statements and Exhibits .

(d)
Exhibits

Exhibit
No.
 
Description

 
 
 

5.1
 
Opinion of Goodwin Procter LLP.

23.1
 
Consent of Goodwin Procter LLP (included in Exhibit 5.1).

99.1
 
Press Release of Rocket Lab Corporation, dated August 12, 2025, announcing the closing of the GEOST acquisition

104
 
Cover Page Interactive Data File (embedded within the
Inline XBRL document).

 

   

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ROCKET
LAB CORPORATION

 

 

 

 

Date:

August
12, 2025

By:

/s/
Adam Spice

 

 

 

Adam
Spice
Chief Financial Officer