RKLB 8-K — Smart Summary
70% reductionOn April 14, 2026, Rocket Lab Corporation completed the acquisition of all issued and outstanding ordinary shares of Mynaric AG, issuing 2,277,002 shares of Common Stock (plus a nominal cash payment) as acquisition consideration totaling $155.3 million in aggregate consideration value.
Item 8.01 — Other Events
Acquisition / Divestiture
- Target: Mynaric AG, a stock corporation incorporated under the laws of the Federal Republic of Germany, a provider of laser optical communications terminals for air, space, and mobile applications
- Aggregate consideration value: $155.3 million, consisting of a nominal cash payment and 2,277,002 shares of Rocket Lab Common Stock
- 109,943 shares of Company Common Stock were deposited in an indemnity escrow
- Base purchase price: $75 million plus additional investments made by the Sellers in Mynaric prior to closing, with a corresponding reduction in attainable earnout consideration; Sellers are no longer eligible for further earnout payments
- Purchase Agreement dated September 25, 2025, among the Company, Rocket Lab USA, Inc. (Buyer), OC III LVS LIII LP, and CO Finance II LVS I LLC (Sellers)
- Transaction received review and approval by Germany's Federal Ministry for Economic Affairs and Energy; Mynaric will remain headquartered in Munich, Germany, establishing Rocket Lab's first European footprint
Item 3.02 — Unregistered Sales of Equity Securities
Exemptions
- Section 4(a)(2) and/or Regulation D — Securities Act of 1933, as amended; issued as a transaction by an issuer not involving a public offering
Item 7.01 — Regulation FD Disclosure
Item 7.01
- Rocket Lab completed the acquisition of all issued and outstanding ordinary shares of Mynaric AG on April 14, 2026, pursuant to a Stock Purchase Agreement dated September 25, 2025.
- Aggregate consideration value paid was $155.3 million, consisting of a nominal cash payment and 2,277,002 shares of Rocket Lab's Common Stock.
- Of the 2,277,002 shares issued, 109,943 shares of Company Common Stock were deposited in an indemnity escrow.
- The closing consideration was primarily 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 attainable earnout consideration; subject to post-closing purchase price adjustments, the Sellers are no longer eligible for further earnout payments.
- The transaction received 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.
- A key driver of the acquisition was Mynaric's role as a supplier of 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.
- Mynaric is also a supplier to other SDA contracts, and both companies share customers spanning commercial constellation operators, satellite prime contractors, and defense and civil government agencies.
- Rocket Lab plans to scale Mynaric production capacity to make laser communication technology available at volume for commercial and government satellite customers across Europe, the United States, and rest of world.
Securities Sold
- Common Stock ($0.0001 par value) — 2,277,002 shares (of which 109,943 shares were deposited in an indemnity escrow), aggregate consideration value of $155.3 million (consisting of a nominal cash payment and the shares), issued to OC III LVS LIII LP and CO Finance II LVS I LLC (the "Sellers"), April 14, 2026
Item 2.03 — Creation of a Direct Financial Obligation
Use of Proceeds
- Acquisition consideration — $155.3 million aggregate consideration value (nominal cash payment plus 2,277,002 shares of Common Stock) paid to acquire all issued and outstanding ordinary shares of Mynaric AG pursuant to the Stock Purchase Agreement dated September 25, 2025
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