Amended Current Report Filing (8-k/a)
29 Mars 2022 - 10:53PM
Edgar (US Regulatory)
true 0001819994 0001819994 2022-01-18 2022-01-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 18, 2022
Rocket Lab USA, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-39560 |
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98-1550340 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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3881 McGowen Street Long Beach, California |
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90808 |
(Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
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RKLB |
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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. ☐
EXPLANATORY NOTE
As reported in a Current Report on Form 8-K filed by Rocket Lab USA, Inc., (the “Company”) on January 19, 2022, the Company completed the acquisition of SolAero Holdings, Inc. on January 18, 2022. The acquisition of SolAero Holdings, Inc. is an acquired business pursuant to Regulation S-X Section 210.11-01(d). However, the Company reevaluated “significance” of the acquired business using the Company’s financial statements for the year ended December 31, 2021, as included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2022. As a result of such reevaluation, the Company has determined that audited financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X. This Form 8-K/A is being filed solely to amend the disclosure set forth Item 9.01 of the Form 8-K filed on January 19, 2022 to state that no historical financial statements of SolAero Holdings, Inc. or related combined pro forma financial information are required to be filed.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The Company has determined that no financial statements are required under Regulation S-X with respect to the acquisition of SolAero Holdings, Inc.
(b) Pro Forma Financial Information
The Company has determined that no pro forma financial information is required under Regulation S-X with respect to the acquisition of SolAero Holdings, Inc.
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.
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Date: March 29, 2022 |
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Rocket Lab USA, Inc. |
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By: |
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/s/ Adam Spice |
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Adam Spice |
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Chief Financial Officer |
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