April 9, 2020

Stephen J. Girsky
President and Chief Executive Officer
VectoIQ Acquisition Corp.
1354 Flagler Drive
Mamoronect, NY 10543

       Re: VectoIQ Acquisition Corp.
           Registration Statement on Form S-4
           Filed March 13, 2020
           File No. 333-237179

Dear Mr. Girsky:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4 filed March 13, 2020

What happens for the funds held in the Trust Account . . .?, page 12

1.     Please clarify the "cash consideration" that will be paid, as referenced
here. Include in
       your revisions the amount of the payment and who will receive it.
Unaudited Historical Comparative and Pro Forma Combined Per Share Data of
VectoIQ and
Nikola, page 28

2.     Please tell us your consideration for providing equivalent pro forma per
share data as
       required by Item 3(f) of Form S-4.
 Stephen J. Girsky
FirstName LastNameStephen J. Girsky
VectoIQ Acquisition Corp.
Comapany NameVectoIQ Acquisition Corp.
April 9, 2020
April 2 2020 Page 2
Page 9,
FirstName LastName
Risk Factors, page 32

3.       We note the disclosure beginning on page 107 regarding uncertain tax
consequences
         related to the redemption. Please add a risk factor addressing these
uncertain tax
         consequences, the degree of uncertainty and the potential risk to
investors.
Although we hope to be the first to bring BEV and FCEV class 8 semi-trucks to
market, . . .,,
page 40

4.       The caption of this risk factor refers to displaying prototypes and
the text mentions
         announcing plans to offer semi-trucks, but it is unclear what is the
developmental status of
         their vehicles relative to yours. Likewise, you refer on page 138 to
various
         announcements, plans and intentions of your competitors, but it is
unclear where they are
         in the development process. Please clarify. Also clarify whether your
competitors' FCEV
         semi-trucks will rely of a similar network of hydrogen fueling
stations.
We will require Public Stockholders who wish to redeem their shares . . ., ,
page 60

5.       We note the disclosures regarding a minimum of 10 days advance notice
of the meeting,
         allotting two weeks to obtain physical certificates from the transfer
agent and the need to
         exercise redemption rights up to two days before the vote. We also
note your statement
         on pages 11 and 75 that it is your understanding that stockholders
should generally allot at
         least one week to obtain physical certificates. Please reconcile the
inconsistencies on
         pages 11, 75 and 60.
Our amended and restated certificate of incorporation provides, . . ., page 61

6.       We note that your disclosure here and forum selection provision in
your proposed articles
         of incorporation included as Annex B identifies the Court of Chancery
of the State of
         Delaware as the exclusive forum for certain litigation, including any
"derivative action."
         However, we note that Exhibit 3.4 identifies the federal district
court for the District of
         Delaware as having jurisdiction in the event the Court of Chancery of
the State of
         Delaware or other state court in Delaware has jurisdiction or is
permitted by law to have
         sole and exclusive jurisdiction. Please reconcile these provisions and
disclose whether
         this provision applies to actions arising under the Securities Act or
Exchange Act. In that
         regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
         over all suits brought to enforce any duty or liability created by the
Exchange Act or the
         rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
         jurisdiction for federal and state courts over all suits brought to
enforce any duty or
         liability created by the Securities Act or the rules and regulations
thereunder. If the
         provision applies to Securities Act claims, please also revise your
prospectus to state that
         there is uncertainty as to whether a court would enforce such
provision and that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder. If this provision does not apply to actions arising under
the Securities Act or
         Exchange Act, please also ensure that the exclusive forum provision in
the governing
 Stephen J. Girsky
FirstName LastNameStephen J. Girsky
VectoIQ Acquisition Corp.
Comapany NameVectoIQ Acquisition Corp.
April 9, 2020
Page 9,
April 3 2020 Page 3
FirstName LastName
         documents states this clearly, or tell us how you will inform
investors in future filings that
         the provision does not apply to any actions arising under the
Securities Act or Exchange
         Act.
Unaudited Pro Forma Condensed Combined Financial Information, page 63

7.       We note the pro forma financial statements give effect to the Business
Combination and
         several related transactions. Please address the following:
           More fully explain to us how you determined each related transaction
is directly
             related to the Business Combination and is factually supportable;
           Clearly disclose if there are any circumstances under which the
Business
             Combination could proceed without one or more of the related
transactions also
             occurring and, if there are, revise the pro forma financial
statements to appropriately
             reflect those alternatives;
           Identify who the 1,499,700 shares on Series B preferred stock will
be repurchased
             from, explain how the number of shares to be repurchased and the
repurchase price
             were determined, disclose the issuance price of the shares, and
explain the reason
             why the shares are being repurchased; and
           Identify who controls M&M Residual, explain how the number of shares
to be
             repurchased and the repurchase price were determined, disclose
when and for how
             much the shares were acquired, and explain the reason why the
shares are being
             repurchased.
8.       Refer to note 2(B) on page 68. Please disclose and discuss the
specific nature of the in-
         kind services to be provided and the expected time period during which
the services will
         be provided.
9.       Refer to note 3 on page 71. Please provide a reconciliation that
demonstrates how you
         determined the pro forma weighted average shares used to calculate pro
forma earnings
         per share.

The Background of the Business Combination, page 77

10.      Please revise this section to describe how the parties agreed on the
nature and amount of
         consideration to be offered in the business combination, as well as
the structure of the
         transaction and valuation of Nikola. Include in your revisions
proposals made by each
         party and any counteroffers. For example, clarify your disclosure on
page 79 regarding
         "potential deal terms," "VectoIQ's views of valuation" and "cash
requirements."
11.      We note from your disclosure several transactions that will occur
concurrently or in
         connection with the business combination, such as the PIPE, redemption
of $70.0 of
         common stock from M&M Residual and agreements related to Nikola's
Series D preferred
         stock. Please disclose how and why these and any other transactions to
be undertaken in
         connection with the business combination were negotiated by the
parties.
 Stephen J. Girsky
VectoIQ Acquisition Corp.
April 9, 2020
Page 4
12.      Please expand your disclosure on page 81 to address how the board
concluded that the fair
         market value of Nikola was equal to at least 80% of the funds held in
the Trust Account.
         While we note the reasons for the transaction disclosed beginning on
page 81, it is unclear
         how those factors relate to the board's conclusion.
VectoIQ's Board of Directors' Reasons for the Approval of the Business
Combination, page 81

13.      Refer to the last bullet on page 82. Please clarify how the board
concluded that Nikola's
         multples compare favorable to the other companies to which you refer,
given that it
         appears the board's multiples related to Nikola are for 2022-2025
while the multiples for
         the other companies are only for 2020. Did your board conduct a
multiple comparison for
         2020-2025 for Nikola and the other companies? Please also address how
the board
         considered Nikola's declining year-over-year multiples and the median
multiples for the
         comparable companies relative to the multiples for Nikola.
Proposal No. 2 The amendments to VectoIQ"s Certificate of Incorporation
Proposal, page 116

14.      We note that you have proposed material amendments to your certificate
of incorporation
         that are not discussed here. In that regard, we note that the
exclusive forum provision is
         revised in your new certificate of incorporation and that you have
added a super majority
         vote provision for certain amendments. Please revise this section to
disclose material
         amendments to your certificate of incorporation, the reasons for and
the general effect of
         the amendments.
Zero-Emission Vehicles Enabled by Significant Reduction . . .,, page 137

15.      Please discuss the life cycle and efficiency of the batteries included
and to-be-included in
         your vehicles and, more generally, BEVs and FCEVs. For example, how
long are
         batteries capable of holding a full charge? To what extent do they
lose that ability year
         over year?
Manufacturing and Production, page 148

16.    We note the disclosure on pages 66 and 68 regarding the amount of cash
and cash
       equivalents you anticipate having following completion of the business
combination and
       related transactions. Please disclose your anticipated use of those
funds. For example,
       will you use those funds for the U.S. production facility referenced on
page 149 or to
       satisfy your obligations under the agreements discussed on pages
159-161? If so, disclose
FirstName LastNameStephen J. Girsky
       the amount of funds to be used and, if you expect to require additional
funds, the sources
Comapany amounts of capital necessary. Also revise your discussion beginning on
page 175 to
       and NameVectoIQ Acquisition Corp.
       discuss how these funds are expected to affect your long and short-term
liquidity.
April 9, 2020 Page 4
FirstName LastName
 Stephen J. Girsky
FirstName LastNameStephen J. Girsky
VectoIQ Acquisition Corp.
Comapany NameVectoIQ Acquisition Corp.
April 9, 2020
April 5 2020 Page 5
Page 9,
FirstName LastName
CNHI Services Agreement with CNHI/Iveco, page 160

17.      Please revise to clarify the nature of the license you received under
this agreement. For
         example, describe the scope and duration of intellectual property you
are permitted to
         use.
Agreements with Nikola's Named Executive Officers . . ., , page 163

18.      Please file as exhibits the "new executive employment agreements"
referenced here and
         describe the material terms of those agreements. Also, regarding Mr.
Brady's current
         agreement, please clarify whether the "specific fundraising
milestones" include the
         amounts to be raised and received in connection with the transactions
described in this
         registration statement, such as amounts to be received in the PIPE or
from the trust
         account.
Nikola Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
Cash Flows from Investing Activities, page 176

19.      Your disclosures here and elsewhere in the filing discuss your plans
to build out and tool
         your North American truck manufacturing facility in Coolidge, Arizona
and to develop a
         network of hydrogen fueling stations. As a result of these plans, we
note you expect net
         cash used in investing activities to continue to increase
substantially. Please quantify the
         expected costs of these projects and, if you expect the projects to
extend beyond the
         current fiscal year, disclose the amounts you expect to spend during
each period.
Critical Accounting Policies and Estimates
Intangible Assets, page 179

20.      Please clarify whether and how you assess the License Intangible Asset
for impairment
         prior to it being amortized.
VectoIQ Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Controls and Procedures, page 206

21.      Please revise your disclosures to comply with our comment letter
related to VectoIQ's
         Form 10-K for the year ended December 31, 2019.
Executive Officers and Directors After the Business Combination, page 214

22.      Please clarify Mr. Russell's business experience from August 2018
until July 2019.
 Stephen J. Girsky
FirstName LastNameStephen J. Girsky
VectoIQ Acquisition Corp.
Comapany NameVectoIQ Acquisition Corp.
April 9, 2020
April 6 2020 Page 6
Page 9,
FirstName LastName
Description of VectoIQ's Securities, page 223

23.      We note that this section provides a summary of the material terms of
VectoIQ's securities
         following the Business Combination. We also note that the disclosures
on page 230 are
         not reflected in your proposed certificate of incorporation. Please
revise or advise.
Shares Eligible for Future Sale, page 232

24.      Please revise to address the effect of Rule 144(i). Please also revise
to clarify how "[a]ll
         of VectoIQ's equity shares that will be outstanding" after the
transaction will be "restricted
         securities," given the initial public offering you say you completed
in 2018.
Nikola Corporation Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(a) Principles of Consolidation, page F-8

25.      We note that the consolidated financial statements include the
accounts of the Company
         and its wholly-owned subsidiaries. We also note several references to
joint ventures and
         other arrangements, such as those with CNHI, Ryder and Bosch,
throughout the filing.
         For example, on page 44 you explain the significant benefits to your
joint venture with
         CNHI. Please tell us whether you are currently a party to these
arrangements and, if you
         are, disclose and discuss these arrangements and how you account for
them in your
         financial statements. If you are not, please ensure all disclosures
throughout the filing
         indicate these arrangements have not yet commenced.
5. Intangible Assets, Net, page F-21

26.      In regard to the license to intellectual property granted to you by
Iveco as part of the
         Series D financing, please address the following:
           Disclose the material terms of the license and explain you
determined it meets the
              requirements of an intangible asset,
           Explain how you determined the fair value of the license. Given that
Iveco is a
              related party, tell us any consideration you gave to SAB Topic 5G
when determining
              value; and,
           Disclose how you determined a 7-year useful life is appropriate and
how you
              determined amortizing this asset using a straight line method is
appropriate.
6. Related Party Transactions, page F-22

27.      We note the disclosures related to the Series D stock purchase
agreement with CNHI and
         Iveco. Please address the following:
           More fully explain to us how you determined the shares you allocated
to the cash you
             received, the license you obtained, and the in-kind services you
have or will receive;
           More fully explain to us the specific nature and terms of the
license and in-kind
             services;
 Stephen J. Girsky
FirstName LastNameStephen J. Girsky
VectoIQ Acquisition Corp.
Comapany NameVectoIQ Acquisition Corp.
April 9, 2020
Page 9,
April 7 2020 Page 7
FirstName LastName
              More fully explain to us how you determined the fair value of the
license you
              obtained and the fair value of the in-kind services you have or
will receive; and
              More fully explain to us the factors that resulted in the
difference in the valuations of
              the Series C and D financings.
8. Capital Structure, page F-25

28.      We note the disclosures here and in note 14 - Subsequent Events -
related to share
         repurchases. Please address the following:
           More fully explain the facts and circumstances related to each share
repurchase,
             including the reason why shares were repurchased;
           Identify who shares were repurchased from;
           Disclose how the number of shares repurchased and the repurchase
price were
             determined; and
           Disclose the reason why certain shares were repurchased at a price
significantly in
             excess of carrying value.
VectoIQ Acquisition Corp. Financial Statements
Note 5 - Commitments & Contingencies
Registration Rights, page F-56

29.      Please disclose whether there could be any cash penalties if you do
not register the
         common shares underlying the agreement in a specific time frame. This
comment also
         applies to the registration rights agreement disclosed in Note 9 -
Subsequent Events.
Exhibit Index, page II-2

30.      The description of Exhibits 99.1-99.5 identifies different persons
than those who are
         named in the actual exhibit. Please revise so that the description
here is consistent with
         the exhibit.
31.      Please include a form of proxy card marked as "preliminary" in your
next amendment.
General

32.      We note that VectoIQ and Nikola engage different independent auditors.
Please confirm,
         if there is a change in auditor, you will file the required
disclosures under Item 4.01 of
         Regulation S-K within the appropriate time frame subsequent to the
merger.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Stephen J. Girsky
VectoIQ Acquisition Corp.
April 9, 2020
Page 8

       You may contact Mindy Hooker at (202) 551-3732 or Anne McConnell, Senior
Accountant, at (202) 551-3709 if you have questions regarding comments on the
financial
statements and related matters. Please contact Geoff Kruczek at (202) 551-3641
or Asia
Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other questions.



                                                          Sincerely,
FirstName LastNameStephen J. Girsky
                                                          Division of
Corporation Finance
Comapany NameVectoIQ Acquisition Corp.
                                                          Office of
Manufacturing
April 9, 2020 Page 8
cc:       Alan Annex
FirstName LastName