Rocket Lab USA Inc. entered into a definitive merger agreement to acquire Vector Acquisition Corporation (NasdaqCM:VACQ) from Glazer Capital, LLC, Linden Advisors LP, BlueCrest Capital Management Limited, Vector Acquisition Partners, L.P., Integrated Core Strategies (US) LLC managed by Millennium Management LLC and others for $1.6 billion in a reverse merger transaction on March 1, 2021. Current Rocket Lab shareholders will own 82% of the pro forma equity of combined company. Consideration for the transaction includes funds from $320 million initial public offering and proceeds from a planned $470 million PIPE offering. Vector will change its name to Rocket Lab USA, Inc. and the combined company will trade under the Nasdaq ticker symbol RKLB. Following the closing of the transaction, the Company will continue to be led by Founder and Chief Executive Officer Peter Beck. Alex Slusky, Chief Executive Officer of Vector and Chief Information Officer and Founder of Vector Capital will join Rocket Lab's Board of Directors alongside Sven Strohband, David Cowan, Matt Ocko and Mike Griffin, independent Director, Merline Saintil and Jon A. Olsen. On May 7, 2021, the parties entered into an amendment in relation to the domestication of Vector Acquisition. The common stock and warrants of the combined company, which will be renamed "Rocket Lab USA, Inc.", are set to commence trading on the Nasdaq Capital Market on August 25, 2021, under the new ticker symbols, “RKLB” and “RKLBW”, respectively.

The transaction is subject to approval by Vector's shareholders and other customary closing conditions, applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated, Registration Statement shall have become effective, the aggregate cash proceeds from Vector's trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $500 million and others. The transaction, which has been unanimously approved by the Boards of Directors of Rocket Lab and Vector. The shareholders of Vector approved the transaction on August 20, 2021. The transaction is estimated to be completed in second quarter of 2021. The transaction is expected to close in the third quarter of 2021. The merger is scheduled to close on August 25, 2021.

The proceeds will provide capital to fund the development of Rocket Lab's medium-lift Neutron rocket with an 8-ton payload lift capacity as well as for organic and inorganic growth in the space systems market. Morgan Stanley & Co. LLC is serving as sole financial advisor to Rocket Lab, with David Johanson Daniel Adams of Goodwin Procter LLP serving as legal counsel to Rocket Lab USA. Morgan Stanley & Co. LLC is also acting as the lead placement agent for Vector on the PIPE and capital markets advisor. Deutsche Bank Securities is serving as sole financial advisor and capital markets advisor to Vector as well as placement agent on the PIPE, with Debbie Yee, Sean Wheeler, Travis Distaso, Cephas Sekhar, David Wheat, Christian Nagler, John Lynn, Rohit Nafday and Alexandra Mihalas of Kirkland & Ellis LLP serving as legal advisors to Vector. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent to Vector Acquisition Corporation. Morrow & Co., LLC served as proxy solicitor to Vector. Canaccord Genuity LLC, Cowen Securities LLC and Stifel Financial Corp. (NYSE:SF) acted as capital markets advisors to Vector. Vector has agreed to pay Morrow a fee of $37,500, plus disbursements.