Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-264781
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated
May 27, 2022)
Rocket Lab USA, Inc.
This prospectus supplement is
being filed to update and supplement the information contained in the prospectus dated May 27, 2022 (as supplemented or amended from time to time, the Prospectus), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-264781). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the
Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the SEC) on June 27, 2022 (the Form 8-K). Accordingly, we have attached the Form 8-K to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except
in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this
prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock is listed on the Nasdaq Capital Market under
the symbol RKLB. On June 24, 2022, the last reported sales price of our common stock was $4.10 per share.
We are an emerging
growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced disclosure and regulatory requirements.
Investing in our securities involves risks. See the section entitled Risk Factors beginning on page 7 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued or sold under the Prospectus or
determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus supplement is June 27, 2022