Rocket Lab美股招股说明书(2026-08-26版)

TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Iridium Communications Inc.: On June 28, 2026, Iridium Communications Inc., a Delaware corporation (“Iridium”), entered into an Agreement and Plan of Merger (the“Merger Agreement”) with Rocket Lab Corporation, a Delaware corporation (“Rocket Lab”), Ion Merger Sub I, Inc., a Delaware corporationand an indirect wholly owned subsidiary of Rocket Lab (“Merger Sub I”), and Ion Merger Sub II, LLC, a Delaware limited liability companyand an indirect wholly owned subsidiary of Rocket Lab (“Merger Sub II”). Pursuant to the Merger Agreement, and subject to the satisfaction orwaiver of the conditions set forth therein, Merger Sub I will merge with and into Iridium, with Iridium continuing as the surviving corporationand an indirect wholly owned subsidiary of Rocket Lab (the “First Merger,” and the time at which the First Merger becomes effective, the“First Effective Time”), and (a) if the Second Merger Condition (as defined below) is satisfied, immediately following the First Effective Time,or (b) if the Equity Threshold Condition (as defined below) (but not the Second Merger Condition) is satisfied, on the second trading dayfollowing the First Effective Time, the surviving corporation in the First Merger will merge with and into Merger Sub II, with Merger Sub IIcontinuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The Mergers are generallyintended to qualify as a tax-free reorganization for U.S. federal income tax purposes so long as the value of the Stock Consideration relative tothe Cash Consideration (each as defined below) received by the holders of Iridium Common Stock, par value $0.001 per share (“IridiumCommon Stock”) (which could vary depending on the price per share of Rocket Lab Common Stock, par value $0.0001 per share, of RocketLab (“Rocket Lab Common Stock”) at the First Effective Time) meets the conditions for tax-free treatment. Should those conditions not bemet, the Mergers will not be treated as a tax-free reorganization for U.S. federal income tax purposes. The Iridium board of directors (the“Iridium Board”) has unanimously approved the Merger Agreement and recommends that Iridium stockholders vote in favor of adopting theMerger Agreement. As a result of the Mergers, at the First Effective Time, each outstanding share of Iridium Common Stock, other than as specified in theMerger Agreement, will be converted into the right to receive (i) $27.00 in cash (the “Cash Consideration”) and (ii) a number of shares (the“Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”) of Rocket Lab Common Stock equal to theExchange Ratio, in each case without interest. The “Exchange Ratio” will be the following: (i) if the Rocket Lab Stock Price (as defined below)is equal to or less than $67.50, then the Exchange Ratio will be 0.4000; (ii) if the Rocket Lab Stock Price is greater than $67.50 but less than$112.50, then the Exchange Ratio will be the quotient obtained by dividing $27.00 by the Rocket Lab Stock Price, rounded to four decimalplaces; and (iii) if the Rocket Lab Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400. “Rocket Lab StockPrice” means the volume weighted average price per share of Rocket Lab Common Stock on the Nasdaq Global Select Market (“Nasdaq”) forthe period of the ten consecutive trading days ending on and including the second full trading day prior to the First Effective Time. If the FirstMerger is consummated, Iridium Common Stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, asamended, as promptly as practicable after the consummation of the First Merger. The value of the Merger Consideration will fluctuate with the market value of Rocket Lab Common Stock until the transaction iscomplete. The Iridium Common Stock is listed on Nasdaq under the symbol “IRDM,” and the Rocket Lab Common Stock is listed on Nasdaqunder the symbol “RKLB.” The Mergers cannot be completed without approval of the proposal to adopt the Merger Agreement by the affirmative vote ofholders of a majority of the outstanding shares of Iridium Common Stock entitled to vote thereon.Because of this, Iridium is holding aspecial meeting of its stockholders on September 24, 2026, to vote on the proposal necessary to complete the Mergers. Information about themeeting, the Mergers, the Merger Agreement and the other business to be considered by stockholders at the special meeting is contained in thisproxy statement/prospectus. The Iridium Board has fixed the close of business on August 21, 2026, as the record date for the determination ofIridium stockholders entitled to notice of, and to vote at, the special meeting. Any stockholder entitled to attend and vote at the special meetingis entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder