RKLB Rocket Lab USA, Inc. - 8-K

Item
3.02 Unregistered Sales of Equity Securities.

The
information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company’s
(as defined below) common stock, $0.0001 par value (“Common Stock”), issued in connection with the Acquisition (as
defined below) was issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D thereunder, as a transaction by an
issuer not involving a public offering.

Item
7.01 Regulation FD Disclosure.

On
April 14, 2026, Rocket Lab Corporation (the “Company”) issued a press release announcing the closing of the previously
announced acquisition (the “Acquisition”) of Mynaric AG, a stock corporation ( Aktiengesellschaft ) incorporated
under the laws of the Federal Republic of Germany (“Mynaric”). A copy of the press release is attached hereto and
furnished herewith as Exhibit 99.1.

The
information set forth under this Item 7.01 and in Exhibit 99.1 is not being filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing
of the registrant under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any
general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.

Item
8.01 Other Items.

On
April 14, 2026, the Company completed the acquisition of all of the issued and outstanding ordinary shares of Mynaric pursuant
to the Stock Purchase Agreement dated September 25, 2025 (together with the ancillary documents thereto and as amended, the “Purchase
Agreement”), by and among the Company, Rocket Lab USA, Inc., a Delaware corporation and wholly-owned subsidiary of the Company
(“Buyer”), OC III LVS LIII LP, a Delaware limited partnership (“OC III”) and CO Finance II LVS I LLC,
a Delaware limited liability company (“COF II” and together with OC III, the “Sellers”).

The
Company paid an aggregate consideration value of $155.3 million at the closing of the Acquisition, consisting of a nominal cash
payment and 2,277,002 shares of the Company’s Common Stock, of which 109,943 shares of Company Common Stock were deposited
in an indemnity escrow. The closing consideration was primary based on a base purchase price of $75 million plus additional
investments made by the Sellers in Mynaric prior to closing with a corresponding reduction in the attainable earnout consideration
under the Purchase Agreement, including amounts to be held in escrow in connection therewith. Subject to post-closing purchase
price adjustments, the Sellers are no longer eligible for further earnout payments.

Item
9.01 Financial Statements and Exhibits .

(d)
Exhibits

Exhibit
No.

Description

99.1

Press Release of Rocket Lab Corporation, dated April 14, 2026.

104

Cover
Page Interactive Data File (embedded within the Inline XBRL document).