☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
98-1550340
|
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
One Market Street
Steuart Tower, 23rd Floor
San Francisco, CA
|
94105
|
|
(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and
one-third
of one redeemable warrant
|
VACQU
|
The NASDAQ Stock Market LLC
|
||
Class A Ordinary Shares included as part of the units
|
VACQ
|
The NASDAQ Stock Market LLC
|
||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
VACQW
|
The NASDAQ Stock Market LLC
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page
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||||||
Item 1.
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1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2.
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20 | |||||
Item 3.
|
25 | |||||
Item 4.
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25 | |||||
Item 1.
|
26 | |||||
Item 1A.
|
26 | |||||
Item 2.
|
26 | |||||
Item 3.
|
26 | |||||
Item 4.
|
26 | |||||
Item 5.
|
26 | |||||
Item 6.
|
27 | |||||
28 |
June 30,
2021
|
December 31,
2020 |
|||||||
(Unaudited) | ||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 44,846 | $ | 865,903 | ||||
Prepaid expenses
|
284,625 | 366,647 | ||||||
|
|
|
|
|||||
Total Current Assets
|
329,471 | 1,232,550 | ||||||
Investment held in Trust Account
|
320,014,519 | 320,004,846 | ||||||
|
|
|
|
|||||
TOTAL ASSETS
|
$
|
320,343,990
|
|
$
|
321,237,396
|
|
||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$ | 2,390,012 | $ | 217,395 | ||||
|
|
|
|
|||||
Total current liabilities
|
2,390,012 | 217,395 | ||||||
Warrant liabilities
|
46,116,001 | 24,562,667 | ||||||
Deferred underwriting fee payable
|
11,200,000 | 11,200,000 | ||||||
|
|
|
|
|||||
Total Liabilities
|
|
59,706,013
|
|
|
35,980,062
|
|
||
|
|
|
|
|||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares subject to possible redemption, 32,000,000 and 28,025,733 shares at June 30, 2021 and December 31, 2020 (at $10.00 per share), respectively
|
320,000,000 | 280,257,330 | ||||||
Shareholders’ Equity
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 0 and 3,974,267 shares issued and outstanding (excluding 32,000,000 and 28,025,733 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively
|
— | 397 | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,000,000 shares issued and outstanding at June 30, 2021 and December 31, 2020
|
800 | 800 | ||||||
Additional
paid-in
capital
|
— | 17,340,758 | ||||||
Accumulated deficit
|
(59,362,823 | ) | (12,341,951 | ) | ||||
|
|
|
|
|||||
Total Shareholders’ Equity
|
|
(59,362,023
|
)
|
|
5,000,004
|
|
||
|
|
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
320,343,990
|
|
$
|
321,237,396
|
|
||
|
|
|
|
Three Months
Ended June 30, |
Six Months
Ended June 30, |
|||||||
2021
|
2021
|
|||||||
Operating costs
|
$ | 1,145,290 | $ | 3,075,696 | ||||
|
|
|
|
|||||
Loss from operations
|
|
(1,145,290
|
)
|
|
(3,075,696
|
)
|
||
Other income (loss):
|
||||||||
Interest earned on investments held in Trust Account
|
4,863 | 9,673 | ||||||
Change in fair value of warrant liabilities
|
81,333 | (21,553,334 | ) | |||||
|
|
|
|
|||||
Total other income (loss)
|
86,196 | (21,543,661 | ) | |||||
|
|
|
|
|||||
Net Loss
|
$
|
(1,059,094
|
)
|
$
|
(24,619,357
|
)
|
||
|
|
|
|
|||||
Weighted average shares outstanding of Class A redeemable ordinary shares
|
32,000,000 | 32,000,000 | ||||||
|
|
|
|
|||||
Basic and diluted net income per share, Class A redeemable ordinary shares
|
$
|
0.00
|
|
$
|
0.00
|
|
||
|
|
|
|
|||||
Weighted average shares outstanding of Class B
non-redeemable
ordinary shares
|
8,000,000 | 8,000,000 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B
non-redeemable
ordinary shares
|
$
|
(0.13
|
)
|
$
|
(3.08
|
)
|
||
|
|
|
|
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Additional
Paid in |
Accumulated
|
Total
Shareholders’ |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance — January 1, 2021
|
|
3,974,267
|
|
$
|
397
|
|
|
8,000,000
|
|
$
|
800
|
|
$
|
17,340,758
|
|
$
|
(12,341,951
|
)
|
$
|
5,000,004
|
|
|||||||
Change in value Class A ordinary shares subject to possible redemption
|
2,356,026 | 236 | — | — | 23,560,024 | — | 23,560,260 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (23,560,263 | ) | (23,560,263 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — March 31, 2021 (Unaudited)
|
|
6,330,293
|
|
$
|
633
|
|
|
8,000,000
|
|
$
|
800
|
|
$
|
40,900,782
|
|
$
|
(35,902,214
|
)
|
$
|
5,000,001
|
|
|||||||
Change in value Class A ordinary shares subject to possible redemption
|
(6,330,293 | ) | (633 | ) | — | — | (40,900,782 | ) | (22,401,515 | ) | (63,302,930 | ) | ||||||||||||||||
Net income (loss)
|
— | — | — | — | — | (1,059,094 | ) | (1,059,094 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — June 30, 2021 (Unaudited)
|
— | $ | — |
|
8,000,000
|
|
$
|
800
|
|
$ | — |
$
|
(59,362,823
|
)
|
$
|
(59,362,023
|
)
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (24,619,357 | ) | |
Adjustments to reconcile net income loss to net cash used in operating activities:
|
||||
Change in fair value of warrant liabilities
|
21,553,334 | |||
Interest earned on investment held in Trust Account
|
(9,673 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
82,022 | |||
Accrued expenses
|
2,172,617 | |||
|
|
|||
Net cash used in operating activities
|
(821,057 | ) | ||
|
|
|||
Net Change in Cash
|
(821,057 | ) | ||
Cash — Beginning of period
|
865,903 | |||
|
|
|||
Cash — End of period
|
$
|
44,846
|
|
|
|
|
|||
Non-Cash
Investing and Financing Activities:
|
||||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | 39,742,670 | ||
|
|
Three Months
Ended
June 30,
2021
|
Six Months
Ended
June 30,
2021
|
|||||||
Redeemable Class A Ordinary Shares
|
||||||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
||||||||
Interest Income
|
$ | 4,863 | $ | 9,673 | ||||
|
|
|
|
|||||
Redeemable Net Earnings
|
$
|
4,863
|
|
$
|
9,673
|
|
||
|
|
|
|
|||||
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
||||||||
Redeemable Class A Ordinary Shares, Basic and Diluted
|
|
32,000,000
|
|
|
32,000,000
|
|
||
|
|
|
|
|||||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
$
|
0.00
|
|
$
|
0.00
|
|
||
|
|
|
|
|||||
Non-Redeemable
Class B Ordinary Shares
|
||||||||
Numerator: Net Loss minus Redeemable Net Earnings
|
||||||||
Net Loss
|
$ | (1,059,094 | ) | $ | (24,619,357 | ) | ||
Less: Redeemable Net Earnings
|
(4,863 | ) | (9,673 | ) | ||||
|
|
|
|
|||||
Non-Redeemable
Net Loss
|
$
|
(1,063,957
|
)
|
$
|
(24,629,030
|
)
|
||
|
|
|
|
|||||
Denominator: Weighted Average
Non-Redeemable
Class B Ordinary Shares
|
||||||||
Non-Redeemable
Class B Ordinary Shares, Basic and Diluted
|
|
8,000,000
|
|
|
8,000,000
|
|
||
|
|
|
|
|||||
Loss/Basic and Diluted
Non-Redeemable
Class B Ordinary Shares
|
$
|
(0.13
|
)
|
$
|
(3.08
|
)
|
||
|
|
|
|
• |
in connection with the Domestication, (i) Vector’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class A common stock, par value $0.0001 per share, of Vector Delaware (the “Vector Delaware Class A common stock”), and Vector’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”) issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class B common stock, par value $0.0001 per share, of Vector Delaware (together with the Vector Delaware Class A common stock, the “Vector Delaware common stock”); (ii) Vector’s warrants to purchase Class A ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of warrants to purchase Vector Delaware Class A common stock (the “Vector Delaware warrants”) and (iii) Vector’s units that have not been separated into Class A ordinary shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of units of Vector Delaware (the “Vector Delaware units”);
|
• |
concurrently with the Domestication, Rocket Lab will amend and restate its certificate of incorporation (the “Charter Amendment”), and in connection therewith, among other things, (i) each issued and outstanding share of preferred stock, par value $0.0001 per share, of Rocket Lab will convert into shares of common stock, par value $0.0001 per share, of Rocket Lab (the “Rocket Lab Common Stock”), in accordance with the terms thereof; (ii) each issued and outstanding share of Rocket Lab Common Stock (after giving effect to the conversion contemplated by clause (i)) will convert automatically into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio (as defined below) and (iii) each then issued and outstanding Rocket Lab warrant will convert into a new warrant of Rocket Lab (a “Rocket Lab New Warrant”) for a number of shares of Rocket Lab Common Stock and with the applicable exercise price per share determined in accordance with the Merger Agreement;
|
• |
Rocket Lab will enter into redemption agreements with certain members of its management pursuant to which Rocket Lab will redeem from such individuals shares of Rocket Lab Common Stock (the “Management Redemption Shares”) for an aggregate purchase price not to exceed $40,000,000;
|
• |
immediately following the Domestication, Merger Sub will merge with and into Vector Delaware, with Vector Delaware surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”), and in connection therewith, (a) the shares of Vector Delaware Common Stock (other than any treasury shares, shares held by Vector Delaware or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (b) the Vector Delaware Warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”) and (c) the Vector Delaware Units that are outstanding immediately prior to the First Effective Time will convert into an equal number of units of Rocket Lab (the “Assumed Units”); and
|
• |
immediately following the First Effective Time, Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger (Vector Delaware as the surviving corporation, “New Rocket Lab” and such merger, the “Second Merger”), and in connection therewith, among other things, (i) the shares of Rocket Lab Common Stock (other than any treasury shares, shares held by Rocket Lab or dissenting shares) issued and outstanding immediately prior to the effective time of the Second Merger (the “Second Effective Time”) will convert into an equal number of shares of common stock, par value $0.0001 per share, of New Rocket Lab (the “New Rocket Lab Common Stock”); (ii) the Rocket Lab New Warrants and the Assumed Warrants outstanding and unexercised immediately prior to the Second Effective Time will convert into an equal number of warrants to purchase New Rocket Lab Common Stock; and (iii) each Assumed Unit that is outstanding immediately prior to the Second Effective Time will automatically be converted into a New Rocket Lab unit that, upon the closing of the Rocket Lab Business Combination (the “Closing”), will be cancelled and will entitle the holder thereof to one share of New Rocket Lab Common Stock and
one-third
of one warrant, with each whole warrant representing the right to purchase one share of New Rocket Lab Common Stock.
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
• |
if the closing price of the Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Description
|
Level
|
June 30,
2021 |
December 31,
2020 |
|||||||||
Assets:
|
||||||||||||
Cash and marketable securities held in Trust Account
|
1 | $ | 320,014,519 | $ | 320,004,846 | |||||||
Liabilities:
|
||||||||||||
Warrant Liabilities – Public Warrants
|
1 | $ | 30,240,001 | $ | 16,106,667 | |||||||
Warrant Liabilities – Private Placement Warrants
|
2 | $ | 15,876,000 | $ | 8,456,000 |
Private
Placement |
Public
|
Warrant
Liabilities |
||||||||||
January 1, 2021
|
$ | 8,456,000 | $ | 16,106,667 | $ | 24,562,667 | ||||||
Change in fair value
|
7,420,000 | 14,133,334 | 21,553,334 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021
|
15,876,000 | 30,240,001 | 46,116,001 | |||||||||
|
|
|
|
|
|
• |
in connection with the Domestication, (i) Vector’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class A common stock, par value $0.0001 per share, of Vector Delaware (the “Vector Delaware Class A common stock”), and Vector’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”) issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class B common stock, par value $0.0001 per share, of Vector Delaware (together with the Vector Delaware Class A common stock, the “Vector Delaware common stock”); (ii) Vector’s warrants to purchase Class A ordinary shares issued and outstanding immediately prior to the Domestication will convert into an equal number of warrants to purchase Vector Delaware Class A common stock (the “Vector Delaware warrants”) and (iii) Vector’s units that have not been separated into Class A ordinary shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of units of Vector Delaware (the “Vector Delaware units”);
|
• |
concurrently with the Domestication, Rocket Lab will amend and restate its certificate of incorporation (the “Charter Amendment”), and in connection therewith, among other things, (i) each issued and outstanding share of preferred stock, par value $0.0001 per share, of Rocket Lab will convert into shares of common stock, par value $0.0001 per share, of Rocket Lab (the “Rocket Lab Common Stock”), in accordance with the terms thereof; (ii) each issued and outstanding share of Rocket Lab Common Stock (after giving effect to the conversion contemplated by clause (i)) will convert automatically into a number of shares of Rocket Lab Common Stock equal to the Exchange Ratio (as defined below) and (iii) each then issued and outstanding Rocket Lab warrant will convert into a new warrant of Rocket Lab (a “Rocket Lab New Warrant”) for a number of shares of Rocket Lab Common Stock and with the applicable exercise price per share determined in accordance with the Merger Agreement;
|
• |
Rocket Lab will enter into redemption agreements with certain members of its management pursuant to which Rocket Lab will redeem from such individuals shares of Rocket Lab Common Stock (the “Management Redemption Shares”) for an aggregate purchase price not to exceed $40,000,000;
|
• |
immediately following the Domestication, Merger Sub will merge with and into Vector Delaware, with Vector Delaware surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”), and in connection therewith, (a) the shares of Vector Delaware Common Stock (other than any treasury shares, shares held by Vector Delaware or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (b) the Vector Delaware Warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”) and (c) the Vector Delaware Units that are outstanding immediately prior to the First Effective Time will convert into an equal number of units of Rocket Lab (the “Assumed Units”); and
|
• |
immediately following the First Effective Time, Rocket Lab will merge with and into Vector Delaware, with Vector Delaware surviving the merger (Vector Delaware as the surviving corporation, “New Rocket Lab” and such merger, the “Second Merger”), and in connection therewith, among other things, (i) the shares of Rocket Lab Common Stock (other than any treasury shares, shares held by Rocket Lab or dissenting shares) issued and outstanding immediately prior to the effective time of the Second Merger (the “Second Effective Time”) will convert into an equal number of shares of common stock, par value $0.0001 per share, of New Rocket Lab (the “New Rocket Lab Common Stock”); (ii) the Rocket Lab New Warrants and the Assumed Warrants outstanding and unexercised immediately prior to the Second Effective Time will convert into an equal number of warrants to purchase New Rocket Lab Common Stock; and (iii) each Assumed Unit that is outstanding immediately prior to the Second Effective Time will automatically be converted into a New Rocket Lab unit that, upon the closing of the Business Combination (the “Closing”), will be cancelled and will entitle the holder thereof to one share of New Rocket Lab Common Stock and
one-third
of one warrant, with each whole warrant representing the right to purchase one share of New Rocket Lab Common Stock.
|
* |
Filed herewith.
|
** |
Furnished.
|
VECTOR ACQUISITION CORPORATION
|
||||||
Date: August 3, 2021 |
/s/ Alex Slusky
|
|||||
Name: | Alex Slusky | |||||
Title: | Chief Executive Officer and Chairman | |||||
(Principal Executive Officer) | ||||||
Date: August 3, 2021 |
/s/ David Baylor
|
|||||
Name: | David Baylor | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |
Exhibit 10.1
THIS PROMISSORY NOTE (NOTE) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: up to $300,000 | Dated as of August 1, 2021 |
(as set forth on the Schedule of Borrowings attached hereto)
Vector Acquisition Corporation, a Cayman Islands exempted company and blank check company (the Maker), promises to pay to the order of Vector Acquisition Partners, L.P, an exempted limited partnership registered in the Cayman Islands, or its registered assigns or successors in interest (the Payee), or order, the principal sum of up to three hundred thousand U.S. dollars ($300,000) (as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
RECITALS
WHEREAS, the Payee desires to provide working capital to the Maker to facilitate any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination by the Maker with one or more businesses (a Business Combination).
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Principal. The principal balance of this Note shall be payable by the Maker on the date on which Maker consummates a Business Combination (the Closing Date). The principal balance may be prepaid prior to the Closing Date at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for its working capital. The principal of this Note may be drawn down from time to time prior to the Closing Date upon written request from Maker to Payee (each, a Drawdown Request). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than One Thousand Dollars ($1,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than one (1) business day after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand Dollars ($300,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Events of Default. The following shall constitute an event of default (Event of Default):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Makers liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
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10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (Claim) in or to any distribution of or from the trust account established for the benefit of the Makers public shareholders and into which substantially all of the proceeds of the Makers initial public offering are deposited (the Trust Account), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
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IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
Vector Acquisition Corporation | ||
By: |
/s/ David Baylor |
|
Name: | David Baylor | |
Title: | Chief Financial Officer |
SCHEDULE OF BORROWINGS
The following increases or decreases in this Promissory Note have been made:
Date of Increase or Decrease |
Amount of decrease in
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Amount of increase in
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Principal Amount of
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Exhibit 31.1
CERTIFICATIONS
I, Alex Slusky, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Vector Acquisition Corporation; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 3, 2021 | By: |
/s/ Alex Slusky |
||||
Alex Slusky | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, David Baylor, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of Vector Acquisition Corporation; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 3, 2021 | By: |
/s/ David Baylor |
||||
David Baylor | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Vector Acquisition Corporation (the Company) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Alex Slusky, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: August 3, 2021 | By: |
/s/ Alex Slusky |
||||
Alex Slusky | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Vector Acquisition Corporation (the Company) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, David Baylor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: August 3, 2021 | By: |
/s/ David Baylor |
||||
David Baylor | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |