Exhibit 99.2
BY FIRST CLASS MAIL
January 7, 2022
NOTICE OF REDEMPTION FAIR MARKET VALUE
TO THE HOLDERS OF ROCKET LAB USA, INC.
PUBLIC WARRANTS (CUSIP No. 773122114)* AND PRIVATE PLACEMENT WARRANTS
Reference is made to that certain Notice of Redemption (as defined below) under which Rocket Lab USA, Inc. (the Company) committed
to inform registered holders of the Companys Warrants (as defined below) of the following information on this date.
Background
On December 22, 2021, Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation) (the Company) issued a notice
of redemption (the Notice of Redemption) indicating that the Company is redeeming, at 5:00 p.m. New York City time on January 21, 2022 (the Redemption Date), all of the outstanding public
warrants (the Public Warrants) to purchase shares of the Companys common stock, par value $0.0001 per share (the Common Stock), that were originally issued under the Warrant Agreement, dated
as of September 24, 2020, by and among Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation) and Continental Stock Transfer & Trust Company (Continental), as original warrant agent, as amended by and
assigned to and assumed by the Company, pursuant to that certain Amendment to Warrant Agreement, dated August 25, 2021, by and among Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation), Continental, and American Stock
Transfer & Trust Company, LLC (AST), as successor warrant agent (as so amended, the Warrant Agreement), as part of the units sold in the Companys initial public offering
(IPO), at a redemption price of $0.10 per Public Warrant (the Redemption Price) for those Warrants that remain outstanding at 5:00 p.m. New York City time on the Redemption Date. In addition, the
Company will redeem all of its outstanding warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO (the Private Placement Warrants and, together with
the Public Warrants, the Warrants) on the same terms as the outstanding Public Warrants.
Redemption Fair Market Value
The Redemption Fair Mair Market Value is determined in accordance with Section 6.2 of the Warrant Agreement based
on the volume weighted average price of the shares of Common Stock for the 10 trading days immediately following the date on which notice of redemption is sent to registered holders of the Warrants.
Based on the date of the Companys Notice of Redemption, the Redemption Fair Market Value is $11.57.
Cash and Cashless Exercise of Warrants
The Warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such Warrants. Payment upon exercise of the Warrants may be made either (i) in cash, at an exercise price of $11.50 per share of Common Stock or (ii) on a
cashless basis in which the exercising holder will receive a number of shares of Common Stock determined in accordance with the terms of the Warrant Agreement and based on the Redemption Date and the Redemption Fair Market Value.
In particular, should a holder elect to exercise Warrants on a cashless basis, such holder would receive a number of shares of
Common Stock determined by reference to the table set forth in Section 6.2 of the Warrant Agreement.
Based on the Redemption Fair
Market Value and number of months to the expiration of the Warrants, the number of shares of Common Stock to be issued for each Warrant that is exercised on a cashless basis is 0.2843 shares.