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Ownership Report - September 7, 2021
Khosla Ventures discloses 25.7% stake in Rocket Lab post-SPAC merger.
Brief
This SC 13D filing discloses that Khosla Ventures entities and Vinod Khosla beneficially own 115,004,795 shares (25.7%) of Rocket Lab USA Inc.'s common stock following the August 25, 2021 SPAC merger with Vector Acquisition Corp. The shares originated from preferred stock investments totaling $28.2M from 2013-2020, converted at a 9.059659 ratio. Investors should note the 180-day lock-up and registration rights for future sales.
Detailed Brief
Khosla Ventures affiliates, including KV Seed B (12.0%), KV Seed B (CF) (0.7%), KVA Seed B (12.7%), KV V (13.0%), and others controlled by Vinod Khosla, report aggregate beneficial ownership of 115,004,795 shares, or 25.7% of Rocket Lab's outstanding common stock (447,919,591 total shares), as of the SPAC merger closing on August 25, 2021. These shares converted from Legacy Rocket Lab preferred stock (Series A-E-1) acquired for ~$28.2M in working capital. Potential additional 9.3M earnout shares if stock hits $20+ milestone. Purpose is investment; no plans for corporate changes, but may discuss strategy with management. Includes Second Amended Registration Rights Agreement for shelf filing within 45 days post-closing, demand/piggyback rights (min $50M underwritten), and 180-day lock-up on transfers.
Key Telemetry
- • Khosla entities own 115M shares (25.7%) post-merger conversion from $28.2M preferred investment.
- • 180-day lock-up on shares; registration rights for future sales including $50M+ underwritten offerings.
- • No current plans for business changes; may engage management on strategy.
- • Potential 9.3M earnout shares if RKLB stock >=$20 for 20/30 days in 90-180 day window post-closing.
- • Filed as 13D group due to shared voting/dispositive power via Vinod Khosla control.
Impact Vector
For Rocket Lab investors, this confirms a major early backer's substantial 25.7% stake, signaling long-term confidence but introducing potential selling pressure after 180-day lock-up (ends ~Feb 2022). Registration rights enable efficient future monetization, which could dilute if large sales occur. No activist agenda reduces near-term governance risk; monitor for engagement with board or earnout achievement amid RKLB's launch business growth.