Rocket Lab USA, Inc. (Nasdaq: RKLB) (“Rocket Lab” or “the
Company”), a global leader in launch services and space systems,
today announced the “Redemption Fair Market Value” in connection
with its previously announced redemption of its outstanding
Warrants (as defined below). The Redemption Fair Market Value will
be used to determine the number of shares of common stock, par
value $0.0001 per share (the “Common Stock”), that will be issued
on a “cashless” exercise of a Warrant subject to the terms of the
Warrant Agreement (as defined below).
On December 22, 2021, the Company 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
announced that it 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.
In connection with the redemption, AST previously delivered a
redemption notice (the “Redemption Notice”) on the Company’s
behalf, and the Company committed to inform holders of Warrants of
the calculation of the Redemption Fair Market Value (as defined in
the Warrant Agreement).
As warrant agent, AST has delivered a notice to each of the
registered holders of the outstanding Warrants on behalf of the
Company informing holders:
- that the Redemption Fair Market Value is $11.57; and
- as a result, holders who exercise their Warrants on a “cashless
basis” will be entitled to receive 0.2843 shares of Common Stock
per Warrant.
Any Warrants that remain unexercised following 5:00 p.m. New
York City time on January 21, 2022 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.
For additional information, including information on how holders
may exercise their Warrants, see the Redemption Notice. A copy of
the Redemption Notice and Redemption Fair Market Value Notice may
be found on the Company’s investor relations website at
https://investors.rocketlabusa.com. Questions regarding the
exercise of warrants may be directed to the Company’s warrant
agent, American Stock Transfer & Trust Company, LLC, by
telephone at (800) 937-5449 or by email at
ReorgWarrants@astfinancial.com.
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, including
without limitation expectations regarding the timing, completion,
and benefit of the SolAero acquisition, 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 (the “SEC”), 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/20220107005461/en/
+ Rocket Lab Media Contact Morgan Bailey
media@rocketlabusa.com
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