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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): May 8, 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 8.01 Other Events.
On May 8, 2026, Rocket Lab Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR filed with the SEC on March 11, 2025 (File No. 333-285707), as amended by the Post-Effective Amendment No. 1 filed with the SEC on May 27, 2025 (the “Registration Statement”), covering the resale by certain selling stockholders of up to 2,277,002 shares of the Company’s Common Stock in the aggregate issued on April 14, 2026 in a private placement in connection with the previously announced acquisition of Mynaric AG, pursuant to a Stock Purchase Agreement, dated as of September 25, 2025, by and among the Company, Rocket Lab USA, Inc., OC III LVS LIII LP, CO Finance II LVS I LLC, Rocket Lab Germany GmbH via joinder dated April 13, 2026 and OC IV LVS VI LP via joinder dated April 13, 2026 (the “Stock Purchase Agreement”). The prospectus supplement was filed in accordance with the Stock Purchase Agreement. A copy of the legal opinion of Goodwin Procter LLP relating to the shares covered by the prospectus supplement is filed herewith as Exhibit 5.1, and is filed with reference to, and is hereby incorporated by reference in, the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Goodwin Procter LLP. | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 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: | May 8, 2026 | By: | /s/ Adam Spice |
| Adam Spice Chief Financial Officer |
 |
Goodwin Procter LLP 601 Marshall St. Redwood City, CA 94063
goodwinlaw.com
+1 650 752 3100 |
May 8, 2026
Rocket Lab Corporation
3881 McGowen Street
Long Beach, California 90808
Re: Securities Registered under Registration Statement on Form S-3
We have acted as counsel to you in connection with the Registration Statement on Form S-3ASR (File No. 333-285707) filed on March 11, 2025 by Rocket Lab USA, Inc. and Post-Effective Amendment No. 1 to such Registration Statement on Form S-3ASR filed on May 27, 2025 (as amended or supplemented, the “Registration Statement”) by Rocket Lab Corporation, a Delaware corporation (the “Company”) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon its filing. You have asked us to deliver this opinion in connection with the registration of the offering of up to 2,277,002 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share, pursuant to the Registration Statement, with all of such Shares to be sold by the selling stockholders listed under “Selling Stockholders” in the prospectus supplement to the Registration Statement filed by the Company pursuant to Rule 424(b)(7) of the Securities Act on May 8, 2026.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and non-assessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
Rocket Lab Corporation
May 8, 2026
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
|
Very truly yours,
/s/ Goodwin Procter LLP GOODWIN PROCTER LLP |