## Filing Overview **Type of Filing**: [[Filing Definitions#Form S-1|Form S-1]] **Filing Date**: 2022-04-29 **Registrant**: Rocket Lab USA, Inc. **Primary Purpose**: Post-Effective Amendment to combine prior registration statements and update selling securityholders. --- ## Notes - This filing is a **Post-Effective Amendment** under Rule 429 to update and combine prior registration statements on Form S-1 and Form S-4, originally effective in 2021. - It registers **343,252,087 shares of common stock** for sale by selling securityholders, including: - PIPE shares (19,089,189 shares). - Restricted stock units and stock options (8,903,359 shares). - Business Combination shares (305,667,459 shares). - Rocket Lab **will not receive proceeds** from the resale of these shares. - Key recent developments: - Redemption and delisting of public warrants (January 31, 2022). - Full exercise of private placement warrants (January 2022). - Removal of non-issuable Earnout Shares and unissued shares linked to warrants from registration. - Rocket Lab retains its Nasdaq listing under the ticker **RKLB**. ### Risk Highlights: - Reliance on key contracts, such as the U.S. government’s RASR program. - Exposure to potential delays in spacecraft and launch vehicle manufacturing. - Concentrated revenue sources with top five customers representing 69% of 2021 revenues. - Subject to macroeconomic risks and regulatory oversight impacting its aerospace operations. --- ## Filing ![[e0ccf5fd-b089-49a7-80d9-b4e40d75fa29.pdf]]