8-K
false000181999400018199942024-11-222024-11-22

 

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): November 22, 2024

 

 

ROCKET LAB USA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39560

98-1550340

(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 7.01 Regulation FD Disclosure.

On November 25, 2024, the Company issued a press release announcing that it had finalized a $23.9 million award from the U.S. Department of Commerce under the CHIPS and Science Act. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 (the “Section”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events.

 

On November 22, 2024, SolAero Technologies Corp. (“SolAero”), a wholly-owned subsidiary of Rocket Lab USA, Inc. (the “Company”), entered into a Direct Funding Agreement (the “Funding Agreement”) with the United States Department of Commerce (the “Department”), an agency of the United States of America, acting by and through the Secretary of Commerce, pursuant to which SolAero may, subject to the terms of the Funding Agreement, receive funding in an aggregate principal amount of up to $23.9 million (the “Award Funds”) under the CHIPS and Science Act. SolAero will use the Award Funds to develop its compound semiconductor manufacturing capability and capacity at its Albuquerque, New Mexico facility (the “Project”). The Award Funds shall be disbursed in accordance with a milestone schedule, whereby SolAero shall receive a portion of the Award Funds in connection with each phase of the Project. In connection with the Funding Agreement, the Company entered into a Guarantee and Equity Contribution Agreement (the “Guarantee”) with the Department pursuant to which the Company, among other things, guaranteed SolAero’s obligations to the Department under the Funding Agreement and also agreed to contribute at least $32 million in equity to SolAero over time so that SolAero can have the capital necessary to complete construction of the Project.

In connection with the Funding Agreement, all assets acquired or improved in whole or in part by SolAero with Award Funds shall be held in trust by SolAero for the benefit of the Department. The Company and SolAero are also subject to certain restrictions on their respective operations, including restrictions on SolAero entering into certain partnerships or joint ventures or merger transactions, acquiring certain equity interests, disposing of certain property or making capital contributions to any other person, and, other than certain exceptions, stock buybacks and payment of dividends by the Company, in each case unless the Department has provided its prior written consent.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

 

Description

 

 

99.1

 

Press Release of Rocket Lab USA, Inc., dated November 25, 2024

 

 

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 USA, INC.

 

 

 

 

Date:

November 29, 2024

By:

/s/ Arjun Kampani

 

 

 

Arjun Kampani
Senior Vice President, General Counsel, and Corporate Secretary

 


EX-99.1

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MEDIA RELEASE

Exhibit 99.1

 

Rocket Lab Signs $23.9M CHIPS Incentives Agreement to Boost Semiconductor Manufacturing

 

Long Beach, California. November 25, 2024 – Rocket Lab USA, Inc. (Nasdaq: RKLB) (“Rocket Lab” or “the Company”), a global leader in launch services and space systems, has finalized a $23.9 million award from the U.S. Department of Commerce to increase its compound semiconductor manufacturing capability and capacity at the Company’s Albuquerque, New Mexico facility. The semiconductors produced by Rocket Lab are used in space-grade solar cells and other optoelectronic products that are important components for national security and commercial applications.

Earlier this year, the Company announced the signing of a preliminary terms sheet for funding under the CHIPS and Science Act. This award underscores Rocket Lab’s pivotal role in U.S. innovation and the space industry’s supply chain. The funding will enhance manufacturing capabilities at the company’s New Mexico facility, enabling Rocket Lab to scale semiconductor production to meet rapidly growing demand. In particular, the space-grade solar cells produced by Rocket Lab power satellites that require high reliability and optimum performance in extreme environments.

“We’re proud to be a part of this effort to revitalize and grow U.S. domestic semiconductor manufacturing capability. This award will help to ensure U.S. leadership in compound semiconductor manufacturing capability while reinforcing Rocket Lab’s position as a leader in space-grade solar cell production,” said Brad Clevenger, Vice President of Rocket Lab Space Systems. “The investment will enable Rocket Lab to expand production, create highly skilled manufacturing jobs and generate economic and workforce development activity in New Mexico.”

Rocket Lab is one of only two companies in the United States that specialize in the production of highly efficient and radiation hardened space-grade solar cells. Rocket Lab’s solar cell facility has been a technology hub in Albuquerque for the past 25 years, employing more than 370 people that have delivered more than four megawatts of power to over 1,100 satellites in orbit. Rocket Lab’s products enable critical space programs, including early missile warning and interplanetary science missions, the James Webb Space Telescope, NASA’s Artemis lunar explorations, the Ingenuity Mars Helicopter, and the Mars Insight Lander in addition to 100’s of commercial telecommunications satellites.

+ Rocket Lab Media Contact

Lindsay McLaurin

media@rocketlabusa.com

 

rocketlabusa.com | media@rocketlabusa.com


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MEDIA RELEASE

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, satellite manufacture, spacecraft components, 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, a family of spacecraft platforms, and the Company is developing the large Neutron launch vehicle for constellation deployment. 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 198 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 spacecraft platforms have 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 and a third launch pad in Virginia. To learn more, visit www.rocketlabusa.com.

+ FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding our launch and space systems operations, launch schedule and window, safe and repeatable access to space, Neutron development, operational expansion and business strategy are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “strategy,” “future,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the factors, risks and uncertainties included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as such factors may be updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of our website at www.rocketlabusa.com, which could cause our actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

rocketlabusa.com | media@rocketlabusa.com