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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 14, 2026
ROCKET
LAB CORPORATION
(Exact
name of Registrant as Specified in Its Charter)
| |
| Delaware |
001-39560 |
39-2182599 |
(State
or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
| |
|
|
| 3881
McGowen Street |
|
| Long
Beach, California |
|
90808 |
| (Address
of Principal Executive Offices) |
|
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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:
| |
|
|
|
|
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
RKLB |
|
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. ☐
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). |
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.
| |
|
|
|
| |
|
|
ROCKET
LAB CORPORATION |
| |
|
|
|
| Date: |
April
14, 2026 |
By:
|
/s/
Adam Spice |
| |
|
|
Adam
Spice
Chief Financial Officer |
Exhibit 99.1
Rocket
Lab Completes Mynaric Acquisition, Adding Laser Optical Communications To Growing Space Systems Portfolio
Rocket
Lab now plans to scale Mynaric production capacity, making industry-leading satellite laser communication technology available
at the volume and speed demanded by commercial and government satellite customers across Europe, the United States, and rest of
world.
Long
Beach, California. April 14, 2026. – Rocket Lab Corporation (Nasdaq: RKLB) (“Rocket Lab” or “the Company”),
a global leader in launch services and space systems, today announced it has completed the acquisition of Mynaric AG (“Mynaric”),
a leading provider of laser optical communications terminals for air, space, and mobile applications. Rocket Lab paid an aggregate
consideration value of $155.3 million consisting of a nominal cash payment and 2,277,002 shares of Rocket Lab’s Common Stock.
The acquisition further strengthens Rocket Lab’s extensive capabilities as a leading launch provider, spacecraft manufacturer,
and supplier of satellite components at scale to the global space market.
“Laser
communication is a key enabler for satellite constellations, but it has long been a supply chain pain point for commercial and
government constellation operators. High-performing and cost-effective products simply have not been available in high volumes.
That changes today with Mynaric now officially part of Rocket Lab,” said Sir Peter Beck, founder and CEO of Rocket Lab.
“We have a strong track record of unlocking satellite subsystem bottlenecks, making industry-leading technology affordable
and available at scale. We look forward to joining forces with the Mynaric team to do the same for laser communications.”
The
completion of the transaction comes after successful review and approval by Germany’s Federal Ministry for Economic Affairs
and Energy. Mynaric will continue to be headquartered in Munich, Germany, establishing Rocket Lab’s first European footprint
and enabling the Company to expand its ability to support German and broader European space programs.
An
important driving factor behind the acquisition decision was Rocket Lab’s extensive insight into the Mynaric team and technology,
thanks to Mynaric providing CONDOR Mk3 optical communication terminals for Rocket Lab's $1.3 billion prime contracts to produce
36 satellites for the Space Development Agency (SDA) Proliferated Warfighter Space Architecture. This relationship gave Rocket
Lab a high degree of confidence in the Mynaric team and technology, while also giving the Company insight into how the products
could be scaled and efficiencies achieved to meet rapidly growing customer demand. Mynaric is also a supplier to other SDA contracts,
and Mynaric and Rocket Lab share many customers spanning commercial constellation operators, satellite prime contractors, and
defense and civil government agencies.
ENDS
+
Media Inquiries
Morgan
Connaughton
media@rocketlabusa.com
+
Investor Inquiries
investors@rocketlabusa.com
+
About Rocket Lab
About
Rocket Lab Rocket Lab is a leading space company that provides launch services, spacecraft, payloads and satellite components
serving commercial, government, and national security markets. Rocket Lab’s Electron rocket is the world’s most frequently
launched orbital small rocket; its HASTE rocket provides hypersonic test launch capability for the U.S. government and allied
nations; and its Neutron launch vehicle in development will unlock medium launch for constellation deployment, national security
and exploration missions. Rocket Lab’s spacecraft and satellite components have enabled more than 1,700 missions spanning
commercial, defense and national security missions including GPS, constellations, and exploration missions to the Moon, Mars,
and Venus. Rocket Lab is a publicly listed company on the Nasdaq stock exchange (RKLB). Learn more at www.rocketlabcorp.com.
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained
in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements
of historical fact, including, without limitation, statements regarding our launch and space systems operations, launch schedule
and window, safe and repeatable access to space, Neutron development, operational expansion and business strategy, are forward-looking
statements. The words “believe,” “may,” “will,” “estimate,” “potential,”
“continue,” “anticipate,” “intend,” “expect,” “strategy,” “future,”
“could,” “would,” “project,” “plan,” “target,” and similar expressions
are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions.
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors
that may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements, including but not limited to the factors, risks and uncertainties
included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such factors may be updated from time
to time in our other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s
website at www.sec.gov and the Investor Relations section of our website at https://investors.rocketlabcorp.com which could cause
our actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any
such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect
to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent
events cause our views to change.
