Khosla Ventures Amends Rocket Lab Stake Filing

TL;DR

KV Seed B updated its Rocket Lab stake filing on 12/3/24. Ownership change.

AI Summary

Khosla Ventures Seed B, L.P. filed an amendment (No. 5) to its Schedule 13D on December 3, 2024, regarding its holdings in Rocket Lab USA, Inc. The filing indicates a change in the beneficial ownership of the company's common stock. The specific details of the change in ownership percentage or number of shares were not explicitly stated in the provided text, but the amendment signifies an update to their previously reported stake.

Why It Matters

This filing updates the ownership structure of Rocket Lab USA, Inc., which could signal changes in investor sentiment or strategic direction for the space technology company.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, can indicate significant shifts in major shareholder positions, potentially impacting stock price and corporate strategy.

Key Players & Entities

• Khosla Ventures Seed B, L.P. (company) — Filing entity
• Rocket Lab USA, Inc. (company) — Subject company
• John Demeter (person) — Contact person for Khosla Ventures
• 2128 Sand Hill Road (location) — Address of Khosla Ventures
• 3881 McGowen Street (location) — Address of Rocket Lab USA, Inc.

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $28.2 million — gregate purchase price of approximately $28.2 million. All such shares were acquired with wor
• $50 million — have a total offering price of at least $50 million. Such demand registration rights are su

Filing Documents

• d913674dsc13da.htm (SC 13D/A) — 163KB
• d913674dex991.htm (EX-99.1) — 8KB
• 0001193125-24-270187.txt ( ) — 173KB

Security and

Item 1. Security and Issuer This statement on Schedule 13D relates to the Reporting Persons (as defined in Item 2 below) beneficial ownership interest in the Common Stock, par value $0.0001 per share (the Common Stock), of Rocket Lab USA, Inc., a Delaware corporation (the Issuer). The address of the principal executive office of the Issuer is 3881 McGowen Street, Long Beach, California 90808. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background . (a) This statement is filed by: (i) Khosla Ventures Seed B, L.P. (KV Seed B), with respect to the shares of Common Stock directly and beneficially owned by it; (ii) Khosla Ventures Seed B (CF), L.P. (KV Seed B (CF)), with respect to the shares of Common Stock directly and beneficially owned by it; (iii) Khosla Ventures Seed Associates B, LLC (KVA Seed B), with respect to the shares of Common Stock directly and beneficially owned by it; (iv) Khosla Ventures V, L.P. (KV V), with respect to the shares of Common Stock directly and beneficially owned by it; (v) Khosla Ventures Associates V, LLC (KVA V), with respect to the shares of Common Stock directly and beneficially owned by it; and (vi) VK Services, LLC (VK Services), with respect to the shares of Common Stock directly and beneficially owned by it; and (vii) Vinod Khosla (Khosla), with respect to the shares of Common Stock directly and beneficially owned by him. Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons. Pursuant to the provisions of General Instruction C to Schedule 13D, information in Items 2 through 6 of this Schedule 13D is also provided with respect to Vinod Khosla, with respect to the shares of Common Stock directly and beneficially owned by him. Vinod Khosla is referred to as a General Partner. (b) The business address of each of the Reporting Persons and the General Partner is: Khosla Ventures 2128 Sand Hill Road Menlo Park, California 94025 (c) The present principal business of each of the Reporting Persons and the General Partner is the venture capital investment business. (d) Neither the General Partner nor any of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the General Partner nor any of the Reporting Persons, during the last five years, has been pa

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . From August 2013 through May 2020, the Reporting Persons acquired the following shares of preferred stock of Legacy Rocket Lab (as defined below): 6,271,165 shares of Series A Preferred Stock, 4,019,122 shares of Series B Preferred Stock, 2,177,599 shares of Series C Preferred Stock, 64,279 shares of Series D Preferred Stock, 158,571 shares of Series E Preferred Stock and 63,428 shares of Series E-1 Preferred Stock. The Reporting Persons acquired such shares for an aggregate purchase price of approximately $28.2 million. All such shares were acquired with working capital. The shares of Common Stock reported herein as beneficially owned by the Reporting Persons were acquired in connection with a business combination (the Business Combination) contemplated by the Agreement and Plan of Merger dated March 1, 2021, and amended by Amendment No. 1 thereto, dated May 7, 2021, and Amendment No. 2 thereto, dated June 25, 2021 (the Merger Agreement), by and among Vector Acquisition Corporation (Vector), Rocket Lab USA, Inc. (Legacy Rocket Lab), and Prestige USA Merger Sub, Inc., a wholly-owned subsidiary of Legacy Rocket Lab. As a result of, and as the final step of, the Business Combination, on August 25, 2021 (the Closing), Legacy Rocket Lab merged with and into Vector, with Vector surviving the merger and being renamed Rocket Lab USA, Inc. (the Issuer, as previously defined). As a result of the Business Combination, the shares of preferred stock of Legacy Rocket Lab held by each of the Reporting Persons were converted into the right to receive a number of shares of Common Stock equal to an exchange ratio equal to 9.059659. As a result of such conversion, the Reporting Persons owned an aggregate of 115,004,795 shares of Common Stock immediately following the Business Combination.

Purpose of Transaction

Item 4. Purpose of Transaction . The shares of Common Stock reported herein were acquired solely for investment purposes. None of the Reporting Persons have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. The Reporting Persons may engage in discussions from time to time with other stockholders of the Issuer regarding the acquisition by the Reporting Persons or others of shares of the Issuers Common Stock held by such stockholders. The Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the actions described in subparagraphs (a) through (j) of this Item 4. However, the Reporting Persons may seek information from management and the Issuers Board of Directors, and may engage in further discussions with management, the Issuers Board of Directors, other stockholders of the Issuer and other relevant parties, concerning the business, operations, governance, management, strategy, capitalization and/or future plans of the Issuer, or in proposing one or more of the other actions described in subparagraphs (a) through (j) of this Item 4. In addition, the Reporting Persons may exercise their rights under the Second Amended and Restated Registration Rights Agreement, as defined below.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The aggregate percentage of shares of Common Stock reported beneficially owned by each person named herein is determined in accordance with SEC rules and is based upon 488,911,078 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the SEC) on November 12, 2024. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of Common Stock issuable upon the conversion or exercise of other securities that are immediately convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Schedule. A. Khosla Ventures Seed B, L.P. (a) As of the date of this Schedule 13D, KV Seed B beneficially owned 0 shares of Common Stock, representing a beneficial ownership of 0.0% of the shares of Common Stock. (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 Please see Attachment A for additional information. B. Khosla Ventures Seed B (CF), L.P. (a) As of the date of this Schedule 13D, KV Seed B (CF) beneficially owned 0 shares of Common Stock, representing a beneficial ownership of 0.0% of the shares of Common Stock. (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 Please see Attachment A for additional information. C. Khosla Ventures Seed Associates B, LLC (a) As of the date of this Schedule 13D, KVA Seed B beneficially owned 0 shares of