8-K – 2026-04-14 – g085683_8k.htm

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2026-04-14
2026-04-14

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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): April 14, 2026

 

 

 

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
3.02 Unregistered Sales of Equity Securities.

 

The
information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company’s
(as defined below) common stock, $0.0001 par value (“Common Stock”), issued in connection with the Acquisition (as
defined below) was issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D thereunder, as a transaction by an
issuer not involving a public offering.

 

Item
7.01 Regulation FD Disclosure.

 

On
April 14, 2026, Rocket Lab Corporation (the “Company”) issued a press release announcing the closing of the previously
announced acquisition (the “Acquisition”) of Mynaric AG, a stock corporation ( Aktiengesellschaft ) incorporated
under the laws of the Federal Republic of Germany (“Mynaric”). 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 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 Items.

 

On
April 14, 2026, the Company completed the acquisition of all of the issued and outstanding ordinary shares of Mynaric pursuant
to the Stock Purchase Agreement dated September 25, 2025 (together with the ancillary documents thereto and as amended, the “Purchase
Agreement”), by and among the Company, Rocket Lab USA, Inc., a Delaware corporation and wholly-owned subsidiary of the Company
(“Buyer”), OC III LVS LIII LP, a Delaware limited partnership (“OC III”) and CO Finance II LVS I LLC,
a Delaware limited liability company (“COF II” and together with OC III, the “Sellers”).

 

The
Company paid an aggregate consideration value of $155.3 million at the closing of the Acquisition, consisting of a nominal cash
payment and 2,277,002 shares of the Company’s Common Stock, of which 109,943 shares of Company Common Stock were deposited
in an indemnity escrow. The closing consideration was primary based on a base purchase price of $75 million plus additional
investments made by the Sellers in Mynaric prior to closing with a corresponding reduction in the attainable earnout consideration
under the Purchase Agreement, including amounts to be held in escrow in connection therewith. Subject to post-closing purchase
price adjustments, the Sellers are no longer eligible for further earnout payments.

 

Item
9.01 Financial Statements and Exhibits .

 

(d)
Exhibits

 

Exhibit
No.

Description

 
 
 

99.1
 
Press Release of Rocket Lab Corporation, dated April 14, 2026.

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:
April
14, 2026
By:

/s/
Adam Spice

 
 
 
Adam
Spice

Chief Financial Officer