Rocket Lab Corp美股招股说明书(2025-09-15版)

Up to $750,000,000 Common Stock We have entered into a sales agreement (the “sales agreement”) with BofA Securities, Inc., Cantor Fitzgerald & Co., BTIG, LLC, KeyBanc CapitalMarkets Inc., Citizens JMP Securities, LLC, Needham & Company, LLC and Roth Capital Partners, LLC, as our sales agents (the “sales agents”),relating to the sale of shares of our common stock, par value $0.0001 per share (“common stock”), offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock from time to timethrough or to the sales agents, acting as our agents or principal, having an aggregate offering price of up to $750,000,000. As of the date of thisprospectus supplement, we have sold shares of our common stock with an aggregate gross sales price of approximately $396.6 million under the salesagreement, dated as of March 11, 2025, relating to the offering of shares of our common stock having an aggregate offering price of up to $500,000,000(the “prior sales agreement”). In connection with entering into the sales agreement, we are terminating the prior sales agreement. Sales of shares of our common stock under this prospectus supplement and the accompanying prospectus, if any, may be made by any method deemedto be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Thesales agents are not required to sell any specific number or dollar amount of shares of our common stock. The sales agents have agreed to use theircommercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with their normal tradingand sales practices, on mutually agreed terms between the sales agents and us. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The sales agents will be entitled to compensation under the terms of the sales agreement at a commission rate equal to up to 3.0% of the gross sales priceper share sold. In connection with the sale of common stock on our behalf, the sales agents will be deemed to be an “underwriter” within the meaning ofthe Securities Act, and the compensation of the sales agents will be deemed to be underwriting commissions or discounts. We have agreed to provideindemnification and contribution to the sales agents with respect to certain liabilities, including liabilities under the Securities Act. See “Plan ofDistribution” for additional information regarding compensation to be paid to the sales agents. Our common stock is traded on The Nasdaq Capital Market under the symbol “RKLB”. On September 12, 2025, the last reported sale price of ourcommon stock was $53.34 per share. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under theheading “Risk Factors” beginning on page S-5 of this prospectus supplement, the accompanying prospectus, and under similar headings in theother documents that are incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT LEGAL MATTERS INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION Neither we nor the sales agents (or any of their affiliates) have authorized anyone to provide you with information different from that containedor incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or onour behalf. Neither we nor the sales agents (or any of their affiliates) take any responsibility for, or can provide any assurance as to thereliability of, any information other than the information contained or incorporated by reference in this prospectus supplement, theaccompanying prospectus or any free writing prospectus prepared by us or on our behalf. We and the sales agents are offering to sell, andseeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing or incorporated by reference in this prospectus supplement, the accompanying prospectusor any free writing prospectus prepared by us or on our behalf is accurate only as of their respective dates or on the date or dates which arespecif