424B5 EX-FILING FEES 0001819994 333-285707 true false N/A 0001819994 1 2026-08-08 2026-08-08 0001819994 1 2026-08-08 2026-08-08 0001819994 2 2026-08-08 2026-08-08 0001819994 2026-08-08 2026-08-08 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-3

Rocket Lab Corp

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees to be Paid   Equity   Common Stock, par value $0.0001 per share   (1)   457(o)       $     $ 1,944,369,826.00   0.0001381   $ 268,517.48
                                           
Total Offering Amounts:   $ 1,944,369,826.00         268,517.48
Total Fees Previously Paid:               0.00
Total Fee Offsets:               268,517.48
Net Fee Due:             $ 0.00

 

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Offering Note(s)

(1) The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. In accordance with Rules 456(b) and 457(r) under the Securities Act, Rocket Lab USA, Inc. (the “Predecessor Registrant”) initially deferred payment of all of the registration fees for the Registration Statement on Form S-3 (Registration No. 333-285707) filed with the Securities and Exchange Commission on March 11, 2025 (as amended, the “Registration Statement”). Rocket Lab Corporation became the successor to the Predecessor Registrant on May 23, 2025. This “Calculation of Filing Fee Tables” shall be deemed to update the “Calculation of Registration Fee Tables” in the Registration Statement.

Represents the total of the fee offsets claimed pursuant to Rule 457(p) under the Securities Act for the portion of registration fee previously paid with respect to unsold securities, as set forth in Table 2. The registrant has terminated the offering related to the unsold securities associated with the claimed offset.

The registrant previously registered shares of its common stock having an aggregate offering price of up to $3,000,000,000 (the “Prior ATM”), offered by means of a 424(b)(5) prospectus supplement, dated May 20, 2026 (the “Prior ATM Prospectus Supplement”) pursuant to the Registration Statement. In connection with the filing of the Prior ATM Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $414,300.00. Effective as of August 6, 2026, the Prior ATM was terminated, and the offering of such unsold shares of common stock previously registered pursuant to the Prior ATM Prospectus Supplement was deemed terminated (the “Prior ATM Termination”). As of the Prior ATM Termination, shares of common stock having an aggregate offering price of up to $1,944,369,826 remained unsold under the Prior ATM Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $268,517.48 that has already been paid and remains unused with respect to the unsold shares of common stock previously registered pursuant to the Prior ATM Prospectus Supplement is offset against the registration fee of $268,517.48 due for this offering. Accordingly, no additional registration fee has been paid in connection with this offering.

Table 2: Fee Offset Claims and Sources

                                                         
Line Item Type   Registrant or Filer Name   Notes   Form or Filing Type   File Number   Initial Filing Date   Filing Date   Fee Offset Claimed   Security Type Associated with Fee Offset Claimed   Security Title Associated with Fee Offset Claimed   Unsold Securities Associated with Fee Offset Claimed   Unsold Aggregate Offering Amount Associated with Fee Offset Claimed   Fee Paid with Fee Offset Source
                                                         
Rule 457(p)
Fee Offset Claims   Rocket Lab Corp    (1)   S-3   333-285707   05/20/2026       $ 268,517.48   Equity   Common Stock, par value $0.0001 per share         $ 1,944,369,826.00   $  
Fee Offset Sources   Rocket Lab Corp    (2)   S-3   333-285707       05/20/2026                               268,517.48
                                                         

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Rule 457(p) Statement of Withdrawal, Termination, or Completion:

(1) The registrant previously registered shares of its common stock having an aggregate offering price of up to $3,000,000,000 (the “Prior ATM”), offered by means of a 424(b)(5) prospectus supplement, dated May 20, 2026 (the “Prior ATM Prospectus Supplement”) pursuant to the Registration Statement. In connection with the filing of the Prior ATM Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $414,300.00. Effective as of August 6, 2026, the Prior ATM was terminated, and the offering of such unsold shares of common stock previously registered pursuant to the Prior ATM Prospectus Supplement was deemed terminated (the “Prior ATM Termination”). As of the Prior ATM Termination, shares of common stock having an aggregate offering price of up to $1,944,370,000 remained unsold under the Prior ATM Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $268,517.50 that has already been paid and remains unused with respect to the unsold shares of common stock previously registered pursuant to the Prior ATM Prospectus Supplement is offset against the registration fee of $268,517.50 due for this offering. Accordingly, no additional registration fee has been paid in connection with this offering.

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

(2) The registrant previously registered shares of its common stock having an aggregate offering price of up to $3,000,000,000 (the “Prior ATM”), offered by means of a 424(b)(5) prospectus supplement, dated May 20, 2026 (the “Prior ATM Prospectus Supplement”) pursuant to the Registration Statement. In connection with the filing of the Prior ATM Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $414,300.00. Effective as of August 6, 2026, the Prior ATM was terminated, and the offering of such unsold shares of common stock previously registered pursuant to the Prior ATM Prospectus Supplement was deemed terminated (the “Prior ATM Termination”). As of the Prior ATM Termination, shares of common stock having an aggregate offering price of up to $1,944,370,000 remained unsold under the Prior ATM Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $268,517.50 that has already been paid and remains unused with respect to the unsold shares of common stock previously registered pursuant to the Prior ATM Prospectus Supplement is offset against the registration fee of $268,517.50 due for this offering. Accordingly, no additional registration fee has been paid in connection with this offering.