Material Modification to Rights of Security Holders.

In connection with the Domestication, Vector Delaware filed a Certificate of Incorporation with the Secretary of State of the State of Delaware (the 'Vector Delaware Certificate of Incorporation'). In connection with the Second Merger, the Vector Delaware Certificate of Incorporation was amended and restated (as amended and restated, the 'New Rocket Lab Certificate of Incorporation'). The material terms of the Vector Delaware Certificate of Incorporation and the New Rocket Lab Certificate of Incorporation and the general effect upon the rights of holders of Vector's capital stock are discussed in the Proxy Statement/Prospectus in the sections entitled 'Domestication Proposal' beginning on page 120, 'Governing Documents Proposals' beginning on page 123, 'Comparison of Corporate Governance and Shareholder Rights' beginning on page 257 and 'Description of New Rocket Lab Securities' beginning on page 261, which are incorporated herein by reference.

Additionally, the disclosure set forth under the Introductory Note and in Item 5.03 of this Report is incorporated herein by reference. A copy of the New Rocket Lab Certificate of Incorporation is included as Exhibit 3.1 to this Report and incorporated herein by reference. A copy of the Vector Delaware Certificate of Incorporation is included as Exhibit 3.3 to this Report and incorporated herein by reference.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Domestication, Vector Delaware filed the Vector Delaware Certificate of Incorporation with the Secretary of State of the State of Delaware and the board of directors of Vector Delaware adopted new bylaws to govern the corporation following the Domestication (the 'Vector Delaware Bylaws'). In connection with the Second Merger, the Vector Delaware Certificate of Incorporation was amended and restated by the New Rocket Lab Certificate of Incorporation and the board of directors of New Rocket Lab amended and restated the bylaws (as amended and restated, the 'New Rocket Lab Bylaws'). The material terms of the Vector Delaware Certificate of Incorporation and the Vector Delaware Bylaws and the New Rocket Lab Certificate of Incorporation and the New Rocket Lab Bylaws and the general effect upon the rights of holders of Vector's capital stock are discussed in the Proxy Statement/Prospectus in the sections entitled 'Domestication Proposal' beginning on page 120, 'Governing Documents Proposals' beginning on page 123, 'Comparison of Corporate Governance and Shareholder Rights' beginning on page 257 and 'Description of New Rocket Lab Securities' beginning on page 261, which are incorporated herein by reference.

Copies of the New Rocket Lab Certificate of Incorporation and the New Rocket Lab Bylaws are included as Exhibits 3.1 and 3.2 to this Report and incorporated herein by reference. Copies of the Vector Delaware Certificate of Incorporation and Vector Delaware Bylaws are included as Exhibits 3.3 and 3.4 to this Report and incorporated herein by reference.

Financial Statements and Exhibits.

(d)Exhibits.

Exhibit
No.

Description

3.1 Certificate of Incorporation of Rocket Lab USA, Inc.
3.2 Bylaws of Rocket Lab USA, Inc.
3.3 Certificate of Incorporation of Vector Acquisition Delaware Corporation (superseded by Exhibit 3.1)
3.4 Bylaws of Vector Acquisition Delaware Corporation (superseded by Exhibit 3.2)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

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Exhibit
No.

Description

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

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Vector Acquisition Corporation published this content on 30 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2021 21:21:03 UTC.