As filed with the Securities and Exchange Commission on November 22, 2022
Registration Statement Nos. 333-257440, 333-259797 and 333-264781
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-4
and
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-1
and
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ROCKET LAB USA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
98-1550340
(I.R.S. Employer Identification Number)
3881 McGowen Street
Long
Beach, California 90808
(714) 465-5737
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Peter Beck
Chief
Executive Officer
3881 McGowen Street
Long Beach, California 90808
(714) 465-5737
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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W. Stuart Ogg
Goodwin Procter LLP 601
Marshall Street Redwood City, CA 94063
(650) 752-3100 |
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Arjun Kampani
Senior Vice President, General Counsel and Secretary
Rocket Lab USA, Inc. 3881
McGowen Street Long Beach, CA 90808 |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instructions I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ☐
Pursuant to Rule 429
under the Securities Act of 1933, as amended (the Securities Act), as further described below under the heading Explanatory Note, the prospectus contained in this Post-Effective Amendment No. 3 to Form S-4 on Form S-3, Post-Effective Amendment No. 2 to Form S-1 on Form S-3 and Post-Effective
Amendment No. 1 to Form S-1 on Form S-3 (collectively, the Post-Effective Amendment) is being filed as a combined prospectus in connection with
(a) the Registration Statement on Form S-4 (File No. 333-257440) originally declared effective by the SEC on July 21, 2021, as amended, (b) the
Registration Statement on Form S-1 (File No. 333-259797) originally declared effective by the Securities and Exchange Commission (the SEC) on
October 7, 2021, as amended, and (c) the Registration Statement on Form S-1 (File No. 333-264781) declared effective by the SEC on May 27, 2022 ((a),
(b) and (c) above, collectively, the Prior Registration Statements). Accordingly, upon effectiveness, this Registration Statement on Form S-3 will constitute a post-effective amendment to each
of the prior registration statements referenced in clauses (a), (b) and (c) of the preceding sentence and such post-effective amendments will become effective concurrently with the effectiveness of this Post-Effective Amendment in accordance
with Section 8(c) of the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary
to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this
registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.