QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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Item 1. |
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3 | ||||||
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5 | ||||||
Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
26 | |||||
Item 1A. |
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Item 2. |
26 | |||||
Item 3. |
26 | |||||
Item 4. |
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Item 5. |
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Item 6. |
27 | |||||
28 |
June 30, 2021 |
December 31, 2020 |
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(Unaudited) | ||||||||
ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Investment held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities |
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Accrued expenses |
$ | $ | ||||||
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Total current liabilities |
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Warrant liabilities |
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Deferred underwriting fee payable |
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Total Liabilities |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption, |
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Shareholders’ Equity |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total Shareholders’ Equity |
( |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
$ |
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2021 |
2021 |
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Operating costs |
$ | $ | ||||||
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Loss from operations |
( |
) |
( |
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Other income (loss): |
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Interest earned on investments held in Trust Account |
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Change in fair value of warrant liabilities |
( |
) | ||||||
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Total other income (loss) |
( |
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Net Loss |
$ |
( |
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$ |
( |
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Weighted average shares outstanding of Class A redeemable ordinary shares |
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Basic and diluted net income per share, Class A redeemable ordinary shares |
$ |
$ |
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Weighted average shares outstanding of Class B non-redeemable ordinary shares |
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Basic and diluted net loss per share, Class B non-redeemable ordinary shares |
$ |
( |
) |
$ |
( |
) | ||
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Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid in |
Accumulated |
Total Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
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Balance — January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Change in value Class A ordinary shares subject to possible redemption |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance — March 31, 2021 (Unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Change in value Class A ordinary shares subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Net income (loss) |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance — June 30, 2021 (Unaudited) |
— | $ | — | $ |
$ | — | $ |
( |
) |
$ |
( |
) | ||||||||||||||||
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net income loss to net cash used in operating activities: |
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Change in fair value of warrant liabilities |
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Interest earned on investment held in Trust Account |
( |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accrued expenses |
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Net cash used in operating activities |
( |
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Net Change in Cash |
( |
) | ||
Cash — Beginning of period |
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Cash — End of period |
$ |
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Non-Cash Investing and Financing Activities: |
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Change in value of Class A ordinary shares subject to possible redemption |
$ | |||
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2021 |
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Redeemable Class A Ordinary Shares |
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Numerator: Earnings allocable to Redeemable Class A Ordinary Shares |
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Interest Income |
$ | $ | ||||||
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Redeemable Net Earnings |
$ |
$ |
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Denominator: Weighted Average Redeemable Class A Ordinary Shares |
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Redeemable Class A Ordinary Shares, Basic and Diluted |
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Earnings/Basic and Diluted Redeemable Class A Ordinary Shares |
$ |
$ |
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Non-Redeemable Class B Ordinary Shares |
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Numerator: Net Loss minus Redeemable Net Earnings |
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Net Loss |
$ | ( |
) | $ | ( |
) | ||
Less: Redeemable Net Earnings |
( |
) | ( |
) | ||||
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Non-Redeemable Net Loss |
$ |
( |
) |
$ |
( |
) | ||
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Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares |
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Non-Redeemable Class B Ordinary Shares, Basic and Diluted |
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Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares |
$ |
( |
) |
$ |
( |
) | ||
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• | in connection with the Domestication, (i) Vector’s Class A ordinary shares, par value $ |
• | concurrently with the Domestication, Rocket Lab will amend and restate its certificate of incorporation (the “Charter Amendment”), and in connection therewith, among other things, (i) each issued and outstanding share of preferred stock, par value $ |
• | Rocket Lab will enter into redemption agreements with certain members of its management pursuant to which Rocket Lab will redeem from such individuals shares of Rocket Lab Common Stock (the “Management Redemption Shares”) for an aggregate purchase price not to exceed $ |
• | immediately following the Domestication, Merger Sub will merge with and into Vector Delaware, with Vector Delaware surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”), and in connection therewith, (a) the shares of Vector Delaware Common Stock (other than any treasury shares, shares held by Vector Delaware or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (b) the Vector Delaware Warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”) and (c) the Vector Delaware Units that are outstanding immediately prior to the First Effective Time will convert into an equal number of units of Rocket Lab (the “Assumed Units”); and |
• | immediately following the First Effective Time, Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger (Vector Delaware as the surviving corporation, “New Rocket Lab” and such merger, the “Second Merger”), and in connection therewith, among other things, (i) the shares of Rocket Lab Common Stock (other than any treasury shares, shares held by Rocket Lab or dissenting shares) issued and outstanding immediately prior to the effective time of the Second Merger (the “Second Effective Time”) will convert into an equal number of shares of common stock, par value $ one-third of one warrant, with each whole warrant representing the right to purchase one share of New Rocket Lab Common Stock. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
June 30, 2021 |
December 31, 2020 |
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Assets: |
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Cash and marketable securities held in Trust Account |
1 | $ | $ | |||||||||
Liabilities: |
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Warrant Liabilities – Public Warrants |
1 | $ | $ | |||||||||
Warrant Liabilities – Private Placement Warrants |
2 | $ | $ |
Private Placement |
Public |
Warrant Liabilities |
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January 1, 2021 |
$ | $ | $ | |||||||||
Change in fair value |
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Fair value as of June 30, 2021 |
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• | in connection with the Domestication, (i) Vector’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class A common stock, par value $0.0001 per share, of Vector Delaware (the “Vector Delaware Class A common stock”), and Vector’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”) issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class B common stock, par value $0.0001 per share, of Vector Delaware (together with the Vector Delaware Class A common stock, the “Vector Delaware common stock”); (ii) Vector’s warrants to purchase Class A ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of warrants to purchase Vector Delaware Class A common stock (the “Vector Delaware warrants”) and (iii) Vector’s units that have not been separated into Class A ordinary shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of units of Vector Delaware (the “Vector Delaware units”); |
• | concurrently with the Domestication, Rocket Lab will amend and restate its certificate of incorporation (the “Charter Amendment”), and in connection therewith, among other things, (i) each issued and outstanding share of preferred stock, par value $0.0001 per share, of Rocket Lab will convert into shares of common stock, par value $0.0001 per share, of Rocket Lab (the “Rocket Lab Common Stock”), in accordance with the terms thereof; (ii) each issued and outstanding share of Rocket Lab Common Stock (after giving effect to the conversion contemplated by clause (i)) will convert automatically into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio (as defined below) and (iii) each then issued and outstanding Rocket Lab warrant will convert into a new warrant of Rocket Lab (a “Rocket Lab New Warrant”) for a number of shares of Rocket Lab Common Stock and with the applicable exercise price per share determined in accordance with the Merger Agreement; |
• | Rocket Lab will enter into redemption agreements with certain members of its management pursuant to which Rocket Lab will redeem from such individuals shares of Rocket Lab Common Stock (the “Management Redemption Shares”) for an aggregate purchase price not to exceed $40,000,000; |
• | immediately following the Domestication, Merger Sub will merge with and into Vector Delaware, with Vector Delaware surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”), and in connection therewith, (a) the shares of Vector Delaware Common Stock (other than any treasury shares, shares held by Vector Delaware or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (b) the Vector Delaware Warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”) and (c) the Vector Delaware Units that are outstanding immediately prior to the First Effective Time will convert into an equal number of units of Rocket Lab (the “Assumed Units”); and |
• | immediately following the First Effective Time, Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger (Vector Delaware as the surviving corporation, “New Rocket Lab” and such merger, the “Second Merger”), and in connection therewith, among other things, (i) the shares of Rocket Lab Common Stock (other than any treasury shares, shares held by Rocket Lab or dissenting shares) issued and outstanding immediately prior to the effective time of the Second Merger (the “Second Effective Time”) will convert into an equal number of shares of common stock, par value $0.0001 per share, of New Rocket Lab (the “New Rocket Lab Common Stock”); (ii) the Rocket Lab New Warrants and the Assumed Warrants outstanding and unexercised immediately prior to the Second Effective Time will convert into an equal number of warrants to purchase New Rocket Lab Common Stock; and (iii) each Assumed Unit that is outstanding immediately prior to the Second Effective Time will automatically be converted into a New Rocket Lab unit that, upon the closing of the Business Combination (the “Closing”), will be cancelled and will entitle the holder thereof to one share of New Rocket Lab Common Stock and one-third of one warrant, with each whole warrant representing the right to purchase one share of New Rocket Lab Common Stock. |
* | Filed herewith. |
** | Furnished. |
VECTOR ACQUISITION CORPORATION | ||||||
Date: August 3, 2021 | /s/ Alex Slusky | |||||
Name: | Alex Slusky | |||||
Title: | Chief Executive Officer and Chairman | |||||
(Principal Executive Officer) | ||||||
Date: August 3, 2021 | /s/ David Baylor | |||||
Name: | David Baylor | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |