Rocket Lab Announces Redemption of All Outstanding Warrants
December 22 2021 - 4:05PM
Business Wire
Rocket Lab USA, Inc. (Nasdaq: RKLB) (the “Company” or “Rocket
Lab”) today announced that it will redeem all of its outstanding
public warrants (the “Public Warrants”) to purchase shares of the
Company’s common stock that were issued under the Warrant
Agreement, dated as of September 24, 2020, by and among Rocket Lab
USA, Inc. (f/k/a Vector Acquisition Corporation) and Continental
Stock Transfer & Trust Company (“Continental”), as original
warrant agent, as amended by and assigned to and assumed by the
Company, pursuant to that certain Amendment to Warrant Agreement,
dated August 25, 2021, by and among Rocket Lab USA, Inc. (f/k/a
Vector Acquisition Corporation), Continental, and American Stock
Transfer & Trust Company, LLC (“AST”), as successor warrant
agent (as so amended, the “Warrant Agreement”), as part of the
units sold in the Company’s initial public offering (the “IPO”) and
that remain outstanding at 5:00 p.m. New York City time on January
21, 2022 (the “Redemption Date”) for a redemption price of $0.10
per Public Warrant. In addition, the Company will redeem all of its
outstanding warrants to purchase Common Stock that were issued
under the Warrant Agreement in a private placement simultaneously
with the IPO (the “Private Placement Warrants” and, together with
the Public Warrants, the “Warrants”) on the same terms as the
outstanding Public Warrants.
Under the terms of the Warrant Agreement, the Company is
entitled to redeem all of the outstanding Public Warrants at a
Redemption Price of $0.10 per Public Warrant if (i) the last
reported sales price (the “Reference Value”) of the Common Stock
equals or exceeds $10.00 per share for any twenty (20) trading days
within the thirty (30) trading day period ending on the third
trading day prior to the date on which notice of redemption is
given and (ii) if the Reference Value is less than $18.00 per
share, the Private Placement Warrants are also concurrently called
for redemption on the same terms as the outstanding Public
Warrants. At the direction of the Company, the Warrant Agent has
delivered a notice of redemption to each of the registered holders
of the outstanding Warrants.
The Warrants may be exercised by the holders thereof until 5:00
p.m. New York City time on the Redemption Date to purchase fully
paid and non-assessable shares of Common Stock underlying such
Warrants. As the Reference Value is less than $18.00 per share,
payment upon exercise of the Warrants may be made either (i) in
cash, at an exercise price of $11.50 per share of Common Stock or
(ii) on a “cashless basis” in which the exercising holder will
receive a number of shares of Common Stock to be determined in
accordance with the terms of the Warrant Agreement and based on the
Redemption Date and the volume weighted average price (the “Fair
Market Value”) of the Common Stock during the 10 trading days
immediately following the date on which the notice of redemption is
sent to holders of Warrants. The Company will inform holders of the
Fair Market Value no later than one business day after such
10-trading day period ends. In no event will the number of shares
of Common Stock issued in connection with an exercise on a cashless
basis exceed 0.361 shares of Common Stock per Warrant. If any
holder of Warrants would, after taking into account all of such
holder’s Warrants exercised at one time, be entitled to receive a
fractional interest in a share of Common Stock, the number of
shares the holder will be entitled to receive will be rounded down
to the nearest whole number of shares.
Any Warrants that remain unexercised at 5:00 p.m. New York City
time on the Redemption Date will be void and no longer exercisable,
and the holders of those Warrants will be entitled to receive only
the redemption price of $0.10 per Warrant.
None of the Company, its board of directors or employees has
made or is making any representation or recommendation to any
holder of the Warrants as to whether to exercise or refrain from
exercising any Warrants.
A combined prospectus dated as of October 7, 2021, as
supplemented from time to time, covering the Common Stock issuable
upon the exercise of the Warrants is included as part of a
registration statement (Registration No. 333-257440) initially
filed with the Securities and Exchange Commission (the “SEC”) on
June 25, 2021 and originally declared effective by the SEC on July
21, 2021 and amended by a post-effective amendment pursuant to Rule
429 under the Securities Act of 1933, as amended, that became
automatically effective with the Company’s registration statement
(Registration No. 333-259797) declared effective by the SEC on
October 7, 2021. The SEC maintains an Internet website that
contains a copy of this prospectus. The address of that site is
www.sec.gov. Alternatively, you can obtain a copy of the prospectus
from the Company’s investor relations website at
https://investors.rocketlabusa.com.
This press release does not and will not constitute an offer to
sell, or the solicitation of an offer to buy, Warrants, any shares
of Rocket Lab Common Stock, or any other securities, nor will there
be any sale of the Warrants or any such shares or other securities,
in any state or other jurisdiction in which such offer, sale or
solicitation would be unlawful.
About Rocket Lab
Founded in 2006, 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. Headquartered in Long
Beach, California, Rocket Lab designs and manufactures the Electron
small orbital launch vehicle and the Photon satellite platform and
is developing the Neutron 8-ton payload class launch vehicle. Since
its first orbital launch in January 2018, Rocket Lab’s Electron
launch vehicle has become the second most frequently launched U.S.
rocket annually and has delivered 109 satellites to orbit for
private and public sector organizations, enabling operations in
national security, scientific research, space debris mitigation,
Earth observation, climate monitoring, and communications. Rocket
Lab’s Photon spacecraft platform has been selected to support NASA
missions to the Moon and Mars, as well as the first private
commercial mission to Venus. Rocket Lab has three launch pads at
two launch sites, including two launch pads at a private orbital
launch site located in New Zealand, one of which is currently
operational, and a second launch site in Virginia, USA which is
expected to become operational in early 2022. To learn more, visit
www.rocketlabusa.com.
Forward Looking Statements
This press release may contain certain “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of
1934, as amended. These forward-looking statements are based on
Rocket Lab’s current expectations and beliefs concerning future
developments and their potential effects. These forward-looking
statements involve a number of risks, uncertainties (many of which
are beyond Rocket Lab’s control), or other assumptions that may
cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements.
Many factors could cause actual future events to differ materially
from the forward-looking statements in this press release,
including risks related to the global COVID-19 pandemic, including
risks related to government restrictions and lock-downs in New
Zealand and other countries in which we operate that could delay or
suspend our operations; delays and disruptions in expansion
efforts; our dependence on a limited number of customers; the harsh
and unpredictable environment of space in which our products
operate which could adversely affect our launch vehicle and
spacecraft; increased congestion from the proliferation of low
Earth orbit constellations which could materially increase the risk
of potential collision with space debris or another spacecraft and
limit or impair our launch flexibility and/or access to our own
orbital slots; increased competition in our industry due in part to
rapid technological development and decreasing costs; technological
change in our industry which we may not be able to keep up with or
which may render our services uncompetitive; average selling price
trends; failure of our launch vehicles, satellites and components
to operate as intended either due to our error in design in
production or through no fault of our own; launch schedule
disruptions; supply chain disruptions, product delays or failures;
design and engineering flaws; launch failures; natural disasters
and epidemics or pandemics; changes in governmental regulations
including with respect to trade and export restrictions, or in the
status of our regulatory approvals or applications; or other events
that force us to cancel or reschedule launches, including customer
contractual rescheduling and termination rights; risks that
acquisitions may not be completed on the anticipated timeframe or
at all or do not achieve the anticipated benefits and results; and
the other risks detailed from time to time in Rocket Lab’s filings
with the Securities and Exchange Commission, including under the
heading “Risk Factors” in the prospectus dated October 7, 2021
related to our Registration Statement on Form S-1 (File No.
333-259757), which was filed with the Securities and Exchange
Commission pursuant to Rule 424(b) on October 7, 2021 and elsewhere
(including that the impact of the COVID-19 pandemic may also
exacerbate the risks discussed therein). There can be no assurance
that the future developments affecting Rocket Lab will be those
that we have anticipated. Except as required by law, Rocket Lab is
not undertaking any obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20211222005551/en/
Investor Inquiries: Adam Spice investors@rocketlabusa.com
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