Rocket One Inc.

For the period ended Dec 17, 2026. Filed Oct 23, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 17, 2026 · Filed Oct 23, 2026

RKTO$0.40-0.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

720 Monroe Street, Suite E514

Hoboken, NJ 07030

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 17, 2026

To the Shareholders of Rocket One Inc.:

The 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) of Rocket One Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), will be held on Thursday, December 17, 2026, at 12:00 p.m. Eastern Time. The 2026 Annual Meeting will be a completely virtual meeting which will be conducted via live webcast. You will be able to attend the 2026 Annual Meeting by visitingwww.virtualshareholdermeeting.com/RKTO2026.

In addition to voting by submitting your proxy prior to the 2026 Annual Meeting, you also will be able to vote your shares electronically during the 2026 Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the 2026 Annual Meeting, the holders of our outstanding common stock will act on the following matters:

1.	To elect members of the Company’s board of directors (the “Board” or “Board of Directors”) to serve for a one-year term to expire at the 2027 annual meeting of shareholders;

2.	To ratify the appointment of WithumSmith+Brown, PC (“Withum”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Ratification of Auditors Proposal”);

3.	To approve an amendment to the Rocket One Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (as amended, the “Rocket One Amended and Restated 2022 Plan”) to increase the number of shares of common stock reserved for issuance thereunder to 6,341,317 shares from 3,091,317 shares (such amendment, the “Plan Amendment,” and such proposal the “Plan Amendment Proposal”);
4.	To approve, on an advisory basis, the 2025 compensation of our named executive officer (Say on Pay) (the “Say-on-Pay Proposal”);

To approve a proposal to give our Board the authority, at its discretion, to effect a reverse split of our outstanding common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-15, without reducing the authorized number of shares of our common stock, with the exact ratio to be selected by our Board in its discretion and to be effected, if at all, in the sole discretion of our Board at any time following shareholder approval of the Reverse Stock Split Proposal (as defined herein) and before December 17, 2028 without further approval or authorization of our shareholders (the “Reverse Stock Split Proposal”);

6.	To approve an increase to the number of authorized shares of common stock of the Company from 50,000,000 shares to 100,000,000 shares (the “Authorized Share Increase Proposal”); and

7.	To transact such other business as may properly be brought before the 2026 Annual Meeting or any adjournment or postponement thereof.

Our Board unanimously recommends that you vote: “FOR” the election of our Board’s director nominees (Proposal 1); “FOR” the Ratification of Auditors Proposal (Proposal 2); “FOR” the Plan Amendment Proposal (Proposal 3); “FOR” the Say-on-Pay Proposal (Proposal 4); “FOR” the Reverse Stock Split Proposal (Proposal 5); and “FOR” the Authorized Share Increase Proposal (Proposal 6).

Instead of mailing a printed copy of our proxy materials to all of our shareholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about October 23, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record on our books at the close of business on October 22, 2026, the record date for the 2026 Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, shareholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a shareholder of record, you may vote in one of the following ways:

●	Vote over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website);

●	Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided;

●	Vote by phone by calling 1-800-690-6903; or

●	Vote online at the 2026 Annual Meeting at www.virtualshareholdermeeting.com/RKTO2026.

If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

The 2026 Annual Meeting will be a virtual shareholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The 2026 Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/RKTO2026and entering your 16-digit control number (included on the Notice mailed to you).

Whether or not you plan to attend the 2026 Annual Meeting virtually, we urge you to take the time to vote your shares.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Campaign Management:

Strategic Stockholder Advisor and Proxy Solicitation Agent

15 West 38 th Street, Suite #747, New York, New York 10018

North American Toll-Free Phone:

1-844-394-4517

Email: info@campaign-mgmt.com

Call Collect Outside North America: +1 (212) 632-8422

By Order of the Board of Directors,

/s/ Robb Knie

Robb Knie

Chief Executive Officer, President and Chairman

Hoboken, NJ

October 23, 2026

720 Monroe Street, Suite E514

Hoboken, NJ 07030

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 17, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 Annual MEETING TO BE HELD ON THURSDAY, DECEMBER 17, 2026

Copies of this proxy statement, the form of proxy card and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) are available without charge at www.ProxyVote.com, by telephone at 1-800-579-1639, by email to sendmaterial@proxyvote.com, or by notifying our Corporate Secretary, in writing, at Rocket One Inc., 720 Monroe Street, Suite E514, Hoboken, NJ 07030.

The board of directors (“Board” or “Board of Directors”) of Rocket One Inc. (“Company,” “we,” “us,” or “our”) is soliciting the enclosed proxy for use at its 2026 annual meeting of shareholders (the “2026 Annual Meeting” or “Annual Meeting”). The 2026 Annual Meeting will be held on December 17, 2026 at 12:00 p.m. Eastern Time and will be a completely virtual meeting which will be conducted via live webcast. You will be able to attend the 2026 Annual Meeting by visitingwww.virtualshareholdermeeting.com/RKTO2026.

On or about October 23, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders (other than those who previously requested electronic or paper delivery of proxy materials), directing shareholders to a website where they can access our proxy materials, including this proxy statement and the 2025 Annual Report, and view instructions on how to vote. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING	1
PROPOSAL 1: ELECTION OF DIRECTORS	7
CORPORATE GOVERNANCE	9
AUDIT COMMITTEE REPORT	14
EXECUTIVE OFFICERS	14
EXECUTIVE COMPENSATION	15
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	20
PROPOSAL 2: RATIFICATION OF AUDITORS PROPOSAL	21
PROPOSAL 3: PLAN AMENDMENT PROPOSAL	22
PROPOSAL 4: SAY-ON-PAY PROPOSAL	30
PROPOSAL 5: REVERSE STOCK SPLIT PROPOSAL	31
PROPOSAL 6: AUTHORIZED SHARE INCREASE PROPOSAL	38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	39
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	40
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS	40
OTHER MATTERS	41

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