What changed in this filing

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Item 1A. Risk Factors

2021-08-03 compared with 2021-05-24 · 8 added, 66 removed, 1 unchanged (99% of the section changed)

RISK FACTORS.

Factors that could cause our actual results to differ materially from those

in this report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the

SEC on March 31, 2021, as amended by Amendment No.

1 thereto, filed with the SEC on May 3, 2021and the below risk factors.

factors could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risk

factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

date of this report, other than as described below, there have been no material changes to the risk factors disclosed in our Annual Report

on Form 10-K for the year ended December 31, 2020, as amended by Amendment No.

We may disclose changes to such factors or disclose

additional factors from time to time in our future filings with the SEC.

Our warrants are accounted for as liabilities and the changes in

value of our warrants could have a material effect on our financial results and thus may have an adverse effect on the market price of

our securities.

On April 12, 2021, the SEC Staff issued the SEC Staff Statement.

the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the

warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity.

As a result of the SEC Staff

Statement, we reevaluated the accounting treatment of our 10,666,667 Public Warrants and 5,600,000 Private Placement Warrants, and

determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period

reported in earnings.

As a result, included on our condensed balance sheet as of March 31, 2021 contained elsewhere in this

Quarterly Report are derivative liabilities related to embedded features contained within our warrants.

ASC 815, Derivatives and

Hedging , provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting

non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations.

result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on

factors, which are outside of our control.

Due to the recurring fair value measurement, we expect that we will recognize non-cash

gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

The impact of

changes in fair value on earnings may have an adverse effect on the market price of our securities.

We have identified a material weakness in our internal control over

financial reporting as of March 31, 2021.

If we are unable to develop and maintain an effective system of internal control over financial

reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence

in us and materially and adversely affect our business and operating results.

Following the issuance of the SEC Staff Statement, after consultation with

our independent registered public accounting firm, management identified a material weakness in our internal control over financial reporting

related to the accounting for the warrants issued in connection with our Initial Public Offering.

Our internal control over financial

reporting did not result in the proper accounting classification of the warrants, which, due to its impact on our financial statements,

we determined to be a material weakness.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over

financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements

will not be prevented or detected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports

and prevent fraud.

We continue to evaluate steps to remediate the material weakness.

These remediation measures may be time consuming

and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we are unable to develop and

maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results

in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating

We may face litigation and other risks as a result of the material

weakness in our internal control over financial reporting.

As a result of such material weakness, the change in accounting for our

warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes

which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from

the material weakness in our internal control over financial reporting and the preparation of our financial statements.

As of the date

of this report, we have no knowledge of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute

will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business,

results of operations and financial condition or our ability to complete a Business Combination.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K

for the year ended December 31, 2020, filed with the SEC on March 31, 2021, as amended by Amendment No.

1 thereto, filed with the SEC on May 3, 2021, the Company’s Quarterly Report on Form 10-Q

for the quarter ended March 31, 20201, filed with the SEC on May 24, 2021, and the the Company’s Registration Statement on Form S-4

relating to the Company’s business combination with Rocket Lab, initially filed with the SEC on June 25, 2021.

Any of those factors could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors