8-K – 2025-09-15 – g084950_8k.htm

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0001819994

0001819994

2025-09-15
2025-09-15

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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): September 15, 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
8.01 Other Items.

 

On September 15, 2025, Rocket Lab Corporation (the “Company”)
entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc., Cantor Fitzgerald &
Co., BTIG, LLC, KeyBanc Capital Markets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC and Roth Capital Partners,
LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, shares
of its common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering price of up to $750,000,000
through the Sales Agents, acting as its agents, or directly to the Sales Agents, acting as principal, in an “at-the-market”
(“ATM”) offering. In connection with entering into the Sales Agreement, the Company terminated the sales agreement,
dated March 11, 2025, by and among the Company and the agents party thereto related to its prior ATM offering.

 

The
offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3, which Rocket Lab USA,
Inc., the Company’s predecessor, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 11,
2025, which automatically became effective upon filing, as amended by Post-Effective Amendment No. 1 to such registration statement,
filed by the Company with the SEC on May 27, 2025, and a related prospectus supplement, which the Company filed with the SEC on
September 15, 2025.

 

The
Company is not obligated to sell any Shares pursuant to the Sales Agreement. Subject to the terms and conditions of the Sales
Agreement, the Sales Agents have agreed to use commercially reasonable efforts, consistent with their normal trading and sales
practices and applicable law and regulations, to sell Shares from time to time in accordance with the Company’s instructions,
including any price, time or size limits or other customary parameters or conditions the Company may impose.

 

The
Sales Agreement may be terminated for any reason, at any time, by either the Company or the Sales Agents upon written notice to
the other party.

 

The
Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

 

The
foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

 

 

 

 

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits

 
 
 

Exhibit

No.
 
Description

 
 

1.1
 
ATM Equity Offering Sales Agreement, dated as of September 15, 2025, by and among Rocket Lab Corporation, BofA Securities, Inc., Cantor Fitzgerald & Co., BTIG, LLC, KeyBanc Capital Markets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC and Roth Capital Partners, LLC.

 
 

5.1
 
Opinion of Goodwin Procter LLP.

 
 

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

 
 

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

 

 

 

 

SIGNATURES

 

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

 
 
 
 

 
 
 
ROCKET
LAB CORPORATION

 
 
 
 

Date:
September
15, 2025
By:

/s/
Adam Spice

 
 
 
Adam
Spice

Chief Financial Officer