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NIKOLA FINANCIAL STATEMENTS
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As filed with the Securities and Exchange Commission on May 1, 2020

Registration Statement No. 333-237179


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 2
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



VECTOIQ ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(Jurisdiction of
Incorporation or Organization)
  6770
(Primary Standard Industrial
Classification Code Number)
  82-4151153
(I.R.S. Employer
Identification Number)

1354 Flagler Drive
Mamaroneck, NY 10543
(646) 475-8506
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)



VectoIQ Acquisition Corp.
1354 Flagler Drive
Mamaroneck, NY 10543
Attention: Stephen J. Girsky
President and Chief Executive Officer
(646) 475-8506
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Alan I. Annex, Esq.
Jason Simon, Esq.
Greenberg Traurig, LLP
333 S.E. 2nd Avenue
Miami, FL 33131
Tel: (305) 579-0500
Fax: (305) 579-0717

 

Britton M. Worthen, Esq.
Chief Legal Officer
Nikola Corporation
4141 E Broadway Road
Phoenix, AZ, 85040

 

Stanley F. Pierson, Esq.
Gabriella A. Lombardi, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, CA 94304
Tel: (650) 233-4500
Fax: (650) 233-4545

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus/information statement.

           If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o   Smaller reporting company o

Emerging growth company ý

           If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.    o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered(1)

  Proposed Maximum
Offering Price
per Share

  Proposed Maximum
Aggregate Offering
Price(2)

  Amount of
Registration Fee(3)

 

Common Stock, par value $0.0001 per share

  353,121,882   N/A   $3,909,059,233.74   $507,395.89(4)

 

(1)
Based on the maximum number of common stock, par value $0.0001 per share ("VectoIQ Common Stock"), of the registrant ("VectoIQ") estimated to be issued in connection with the merger described herein (the "Merger"). This number is based on the sum of (a) the product of (i) 151,926,520, the aggregate number of shares of common stock, par value $0.00001 per share ("Nikola Common Stock"), of Nikola Corporation ("Nikola"), outstanding as of March 12, 2020 or expected to be issued prior to the Merger, which number includes 91,758,545 shares of convertible preferred stock, par value $0.00001 per share ("Nikola Preferred Stock"), of Nikola that will be converted into Nikola Common Stock immediately prior to the Merger and (ii) an exchange ratio of 1.901 shares of VectoIQ Common Stock for each share of Nikola Common Stock and (b) the product of (i) 33,829,336, the aggregate number of shares of Nikola Common Stock reserved for issuance upon the settlement of options to purchase Nikola Common Stock outstanding as of March 12, 2020 and that may be issued after such date pursuant to the terms of the business combination agreement described herein and (ii) an exchange ratio of 1.901 shares of VectoIQ Common Stock for each share of Nikola Common Stock.

(2)
Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to $3,909,059,233.74, calculated as the product of (i) 353,121,882 shares of VectoIQ Common Stock, the estimated maximum number of shares of VectoIQ Common Stock that may be issued in the Merger in exchange for cancelled shares of Nikola Common Stock and options (calculated as shown in note (1) above) and (ii) $11.07, the average of the high and low trading prices of VectoIQ Common Stock on March 12, 2020 (within five business days prior to the date of this Registration Statement).

(3)
Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001298.

(4)
Previously paid.



           The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this preliminary proxy statement/prospectus/information statement is not complete and may be changed. These securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus/information statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT, PROSPECTUS AND INFORMATION STATEMENT
SUBJECT TO COMPLETION, DATED MAY 1, 2020

VECTOIQ ACQUISITION CORP.

1354 Flagler Drive
Mamaroneck, NY 10543

Dear VectoIQ Acquisition Corp. Stockholders and Nikola Corporation Stockholders:

         VectoIQ Acquisition Corp., a Delaware corporation ("VectoIQ"), VCTIQ Merger Sub Corp., a wholly-owned subsidiary of VectoIQ incorporated in the State of Delaware ("Merger Sub"), and Nikola Corporation, a Delaware corporation ("Nikola"), have entered into a Business Combination Agreement (the "Business Combination Agreement") pursuant to which Merger Sub will merge with and into Nikola, with Nikola surviving the merger and becoming a wholly-owned direct subsidiary of VectoIQ (collectively with the other transactions described in the Business Combination Agreement, the "Business Combination"). At the closing of the Business Combination, each outstanding share of Nikola common stock, including each share of Nikola preferred stock that will be converted into an equal number of shares of Nikola common stock immediately prior to such closing, will be cancelled and automatically converted into the right to receive 1.901 shares of common stock of VectoIQ. See the section entitled "The Business Combination" on page 80 of the attached proxy statement/prospectus/information statement for further information on the consideration being paid to the stockholders of Nikola.

         VectoIQ's units, common stock and warrants are currently listed on the Nasdaq Capital Market, under the symbols "VTIQU," "VTIQ," and "VTIQW," respectively. VectoIQ has applied to list the shares of common stock of the combined company on the Nasdaq Capital Market under the symbol "NKLA" upon the closing of the Business Combination. At the closing of the Business Combination, each unit will separate into its components consisting of one share of common stock and one warrant.

         VectoIQ is holding a special meeting of its stockholders in lieu of the 2020 annual meeting in order to obtain the stockholder approvals necessary to complete the Business Combination. At the VectoIQ special meeting of stockholders, which will be held on            , 2020, at 10:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, NY 10166, unless postponed or adjourned to a later date, VectoIQ will ask its stockholders to adopt the Business Combination Agreement thereby approving the Business Combination and approve the other proposals described in this proxy statement/prospectus/information statement.

         As described in this proxy statement/prospectus/information statement, certain stockholders of Nikola are parties to a support agreement with VectoIQ whereby such stockholders agreed to vote all of their shares of Nikola common stock and Nikola preferred stock in favor of approving the Business Combination and other proposed transactions (together, the "Proposed Transactions") contemplated by the Business Combination Agreement.

         In addition, Nikola will seek an irrevocable written consent of Nikola's stockholders as required to approve and adopt the Business Combination Agreement and the Business Combination contemplated thereunder. Such approval requires the holders of at least a (i) majority of the shares of the Nikola capital stock outstanding and (ii) a majority of the outstanding shares of Nikola Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, voting together as a single class, to each affirmatively vote in favor of the approval and adoption of the Business Combination Agreement and the Business Combination. No additional approval or vote from any holders of any class or series of stock of Nikola will be necessary to adopt and approve the Business Combination Agreement and the Business Combination.

         After careful consideration, the respective VectoIQ and Nikola boards of directors have unanimously approved the Business Combination Agreement and the board of directors of VectoIQ has approved the other proposals described in this proxy statement/prospectus/information statement, and each of the VectoIQ and Nikola boards of directors has determined that it is advisable to consummate the Business Combination. The board of directors of VectoIQ recommends that its stockholders vote "FOR" the proposals described in this proxy statement/prospectus/information statement (including each of the sub-proposals), and the board of directors of Nikola recommends that its stockholders sign and return to Nikola the written consent indicating their approval of the Business Combination, the Business Combination Agreement and related transactions.

         More information about VectoIQ, Nikola and the Proposed Transactions is contained in this proxy statement/prospectus/information statement. VectoIQ and Nikola urge you to read the accompanying proxy statement/prospectus/information statement, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS" BEGINNING ON PAGE 32 OF THIS PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT.

         On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

  Sincerely,

                        , 2020

 

Stephen J. Girsky
President and Chief Executive Officer

         This proxy statement/prospectus/information statement is dated                        , 2020 and is first being mailed to the stockholders of VectoIQ on or about that date.

         NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.


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VECTOIQ ACQUISITION CORP.
1354 Flagler Drive
Mamaroneck, NY 10543

NOTICE OF SPECIAL MEETING IN LIEU OF 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON                    , 2020

To the Stockholders of VectoIQ Acquisition Corp.:

         NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2020 annual meeting of stockholders (the "special meeting") of VectoIQ Acquisition Corp., a Delaware corporation ("VectoIQ," "we," "our" or "us"), will be held on                        , 2020, at 10:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, NY 10166. You are cordially invited to attend the special meeting for the following purposes:

    1.
    The "Business Combination Proposal"—to approve and adopt the Business Combination Agreement, dated as of March 2, 2020 (as may be amended from time to time, the "Business Combination Agreement"), by and among VectoIQ, Nikola Corporation ("Nikola") and VCTIQ Merger Sub Corp. ("Merger Sub"), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Nikola, with Nikola surviving the merger and becoming a wholly-owned direct subsidiary of VectoIQ (collectively with the other transactions described in the Business Combination Agreement, the "Business Combination");

    2.
    The "Amendments to VectoIQ's Certificate of Incorporation Proposal"—to approve the amendment of VectoIQ's Amended and Restated Certificate of Incorporation to change VectoIQ's name to "Nikola Corporation," increase the authorized shares of our common stock and preferred stock, approve choice of forum provisions, include supermajority voting provisions, remove the provision renouncing the corporate opportunity doctrine, revise the classification of the board of directors to three classes with three-year terms and approve all other changes including eliminating certain provisions related to our Initial Business Combination (as defined in this proxy statement/prospectus/information statement) that will no longer be relevant following the closing of the Business Combination (the "Closing");

    3.
    The "Election of Directors Proposal"—to elect, effective at Closing, nine directors to serve staggered terms on our board of directors until the 2021, 2022 and 2023 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.

    4.
    The "Stock Incentive Plan Proposal"—to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination.

    5.
    The "Nasdaq Proposal"—to issue VectoIQ Common Stock to the Nikola stockholders in the Merger pursuant to the Business Combination Agreement and to the investors in the PIPE.

    6.
    The "Employee Stock Purchase Plan Proposal"—to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination.

    7.
    The "Adjournment Proposal"—a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

         Your attention is directed to the proxy statement/prospectus/information statement accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus/information statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

         In light of the ongoing health concerns relating to the COVID-19 coronavirus pandemic and to best protect the health and welfare of the Company's stockholders and personnel, the Company urges that stockholders do not attend the special meeting in person. Stockholders are nevertheless urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

         The special meeting is currently scheduled to be held in person as indicated above. However, we are actively monitoring the coronavirus, or COVID-19, situation and if we determine that it is not possible or advisable to hold the special meeting in person, or to hold the meeting on the time or date or at the location indicated above, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the special meeting. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.

  By Order of the Board of Directors,

                        , 2020

 

Stephen J. Girsky
President and Chief Executive Officer


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ABOUT THIS PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT

    1  

FREQUENTLY USED TERMS

   
2
 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

   
5
 

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT

   
17
 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF NIKOLA

   
25
 

SELECTED HISTORICAL FINANCIAL INFORMATION OF VECTOIQ

   
26
 

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   
27
 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   
30
 

RISK FACTORS

   
32
 

Risks Related to Nikola

   
32
 

Risks Related to VectoIQ

    51  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   
64
 

THE SPECIAL MEETING OF VECTOIQ STOCKHOLDERS

   
74
 

The VectoIQ Special Meeting

   
74
 

Date, Time and Place of the Special Meeting

    74  

Purpose of the Special Meeting

    74  

Recommendation of the VectoIQ Board of Directors

    75  

Record Date and Voting

    75  

Voting Your Shares

    76  

Who Can Answer Your Questions About Voting Your Shares

    76  

Quorum and Vote Required for the Proposals

    76  

Abstentions and Broker Non-Votes

    77  

Revocability of Proxies

    77  

Redemption Rights

    77  

Appraisal or Dissenters' Rights

    78  

Solicitation of Proxies

    79  

Stock Ownership

    79  

PROPOSAL TO BE CONSIDERED BY VECTOIQ'S STOCKHOLDERS: PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

   
80
 

THE BUSINESS COMBINATION

   
80
 

The Background of the Business Combination

   
80
 

VectoIQ's Board of Directors' Reasons for the Approval of the Business Combination

    85  

Certain Nikola Projected Financial Information

    88  

Interests of VectoIQ's Directors and Officers in the Business Combination

    91  

Interests of Nikola's Directors and Officers in the Business Combination

    92  

Potential Actions to Secure Requisite Stockholder Approvals

    93  

Regulatory Approvals Required for the Business Combination

    94  

Accounting Treatment of the Business Combination

    94  

THE BUSINESS COMBINATION AGREEMENT

   
95
 

iii


CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

    109  

Stockholder Support Agreement

   
109
 

Registration Rights and Lock-Up Agreement

    109  

Subscription Agreements

    110  

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION AND THE BUSINESS COMBINATION

   
111
 

PROPOSAL NO. 2—THE AMENDMENTS TO VECTOIQ'S CERTIFICATE OF INCORPORATION PROPOSAL

   
121
 

PROPOSAL NO. 3—THE ELECTION OF DIRECTORS PROPOSAL

   
127
 

PROPOSAL NO. 4—THE STOCK INCENTIVE PLAN PROPOSAL

   
128
 

PROPOSAL NO. 5—THE NASDAQ PROPOSAL

   
134
 

PROPOSAL NO. 6—THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

   
136
 

PROPOSAL NO. 7—THE ADJOURNMENT PROPOSAL

   
140
 

INFORMATION ABOUT NIKOLA

   
141
 

NIKOLA'S EXECUTIVE COMPENSATION

   
169
 

NIKOLA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   
173
 

CERTAIN NIKOLA RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   
190
 

INFORMATION ABOUT VECTOIQ

   
198
 

VECTOIQ MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   
210
 

CERTAIN VECTOIQ RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   
218
 

MANAGEMENT AFTER THE BUSINESS COMBINATION

   
222
 

DESCRIPTION OF VECTOIQ'S SECURITIES

   
231
 

SHARES ELIGIBLE FOR FUTURE SALE

   
241
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
243
 

PRICE RANGE OF SECURITIES AND DIVIDENDS

   
248
 

ADDITIONAL INFORMATION

   
249
 

WHERE YOU CAN FIND MORE INFORMATION

   
250
 

INDEX TO FINANCIAL STATEMENTS

   
F-1
 

NIKOLA FINANCIAL STATEMENTS

   
F-2
 

VECTOIQ FINANCIAL STATEMENTS

   
F-41
 

ANNEX A: Business Combination Agreement

   
A-1
 

ANNEX B: Second Amended and Restated Certificate of Incorporation

   
B-1
 

ANNEX C: Form of Subscription Agreement

   
C-1
 

ANNEX D: Nikola Corporation 2020 Stock Incentive Plan

   
D-1
 

ANNEX E: Nikola Corporation 2020 Employee Stock Purchase Plan

   
E-1
 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT

        This document, which forms part of a registration statement on Form S-4 filed with the SEC, by VectoIQ (File No. 333-237179) (the "Registration Statement"), constitutes a prospectus of VectoIQ under Section 5 of the Securities Act, with respect to the shares of VectoIQ Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting of VectoIQ stockholders at which VectoIQ stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.


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FREQUENTLY USED TERMS

        In this document:

        "Adjournment Proposal" means a proposal to adjourn the special meeting of the stockholders of VectoIQ to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.

        "Anchor Investor" means certain funds and accounts managed by subsidiaries of BlackRock, Inc.

        "broker non-vote" means the failure of a VectoIQ stockholder, who holds his or her shares in "street name" through a broker or other nominee, to give voting instructions to such broker or other nominee.

        "Business Combination" means the transactions contemplated by the Business Combination Agreement.

        "Business Combination Agreement" means the Business Combination Agreement, dated as of March 2, 2020, as may be amended from time to time, by and among VectoIQ, Nikola and Merger Sub.

        "Business Combination Proposal" means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

        "Closing" means the consummation of the Business Combination.

        "Closing Date" means the date on which the Closing occurs.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Cowen Investments" means Cowen Investments II, LLC (as assignee of Cowen Investments, LLC).

        "DGCL" means the Delaware General Corporation Law.

        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

        "Forward Purchase Investor" means a fund affiliated with P. Schoenfeld Asset Management LP, which is a member of the Sponsor which entered into a contingent forward purchase agreement with VectoIQ in connection with the IPO.

        "Founders" means the Sponsor and Cowen Investments.

        "Founder Shares" means the shares of VectoIQ Common Stock initially purchased by the Founders in a private placement in connection with the IPO.

        "GAAP" means United States generally accepted accounting principles.

        "Investment Company Act" means the Investment Company Act of 1940, as amended.

        "IPO" means VectoIQ's initial public offering of units, consummated on May 15, 2018.

        "JOBS Act" means the Jumpstart Our Business Startups Act of 2012, as amended.

        "Merger" means the merging of Merger Sub with and into Nikola, with Nikola surviving the Merger as a wholly-owned subsidiary of VectoIQ.

        "Merger Sub" means VCTIQ Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of VectoIQ.

        "Merger Sub Common Stock" means Merger Sub's common stock, par value $0.01 per share.

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        "Nasdaq" means the Nasdaq Capital Market.

        "New Nikola" means VectoIQ, immediately upon consummation of the Business Combination.

        "Nikola" means Nikola Corporation, a Delaware corporation.

        "Nikola Capital Stock" means Nikola's Common Stock and Nikola's Preferred Stock.

        "Nikola Common Stock" means Nikola's common stock, with a par value of $0.00001 per share.

        "Nikola Options" means all options to purchase outstanding shares of Nikola Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under the Nikola option plans or otherwise.

        "Nikola Preferred Stock" means the shares of Nikola's convertible preferred stock, including Series AA Seed Preferred Stock, Series BB Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, in each case, with a par value of $0.00001 per share. The Nikola Preferred Stock is also referred to as "redeemable convertible preferred stock" as contingently redeemable upon a deemed liquidation event. See the notes to Nikola's audited consolidated financial statements included in this proxy statement/prospectus/information statement.

        "PCAOB" means the Public Company Accounting Oversight Board.

        "PCAOB Audited Financials" means the audited consolidated balance sheet of Nikola and its consolidated subsidiaries as of December 31, 2017, December 31, 2018 and December 31, 2019, and the related audited consolidated statements of income and cash flows of Nikola and its consolidated subsidiaries for such years, each audited in accordance with the auditing standards of the PCAOB.

        "PIPE" means the sale of PIPE Shares to the Subscribers, for a purchase price of $10.00 per share and an aggregate purchase price of $525 million, in a private placement.

        "PIPE Shares" means an aggregate of 52,500,000 shares of VectoIQ Common Stock to be issued to Subscribers in the PIPE.

        "Private Shares" means the shares of VectoIQ Common Stock included in the Private Units.

        "Private Units" means the VectoIQ Units purchased in a private placement in connection with the IPO.

        "Private Warrants" means the warrants to purchase shares of VectoIQ Common Stock included in the Private Units.

        "Proposed Transactions" means the Business Combination and other proposed transactions contemplated by the Business Combination Agreement.

        "prospectus" means the prospectus included in the Registration Statement on Form S-4 (Registration No. 333-237179) filed with the SEC.

        "Public Shares" means shares of VectoIQ Common Stock issued as part of the units sold in the IPO.

        "Public Stockholders" means the holders of shares of VectoIQ Common Stock.

        "Public Warrants" means the warrants included in the units sold in the IPO, each of which is exercisable for one share of VectoIQ Common Stock, in accordance with its terms.

        "SEC" means the U.S. Securities and Exchange Commission.

        "Securities Act" means the U.S. Securities Act of 1933, as amended.

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        "Sponsor" means VectoIQ Holdings, LLC, a Delaware limited liability company.

        "Stock Incentive Plan Proposal" means the proposal to approve the adoption of the Nikola Corporation 2020 Stock Incentive Plan.

        "Stockholder Support Agreement" means the Stockholder Support Agreement, dated as of March 2, 2020, by and among VectoIQ and certain of Nikola's stockholders.

        "Subscribers" means the purchasers of the PIPE Shares.

        "Surviving Corporation" means the entity surviving the Merger as a wholly-owned subsidiary of VectoIQ.

        "Trust Account" means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Warrants.

        "VectoIQ" means VectoIQ Acquisition Corp., a Delaware corporation.

        "VectoIQ Common Stock" means VectoIQ's common stock, par value $0.0001 per share.

        "VectoIQ Initial Stockholders" means the Founders, VectoIQ's officers and VectoIQs directors.

        "VectoIQ Unit" means one share of VectoIQ Common Stock and one VectoIQ Warrant.

        "VectoIQ Warrant Agreement" means the warrant agreement, dated as of May 15, 2018, by and between VectoIQ and Continental Stock Transfer & Trust Company, governing VectoIQ's outstanding warrants.

        "VectoIQ Warrants" means warrants to purchase shares of VectoIQ Common Stock as contemplated under the VectoIQ Warrant Agreement, with each warrant exercisable for one share of VectoIQ Common Stock at an exercise price of $11.50.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

        The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to VectoIQ stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus/information statement, including the financial statements and annexes attached hereto and the other documents referred to herein.


Questions and Answers About the Special Meeting of VectoIQ's Stockholders and the Related Proposals

Q.
Why am I receiving this proxy statement/prospectus/information statement?

A.
VectoIQ has entered into the Business Combination Agreement with Nikola and the other parties thereto pursuant to which Merger Sub will be merged with and into Nikola, with Nikola surviving the Merger as a wholly-owned subsidiary of VectoIQ. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus/information statement as Annex A.

Immediately prior to Closing, each share of Nikola Preferred Stock will be converted into an equal number of shares of Nikola Common Stock, and each converted share of Nikola Preferred Stock will no longer be outstanding and will cease to exist, such that each holder of Nikola Preferred Stock will thereafter cease to have any rights with respect to such securities. At Closing, as a result of the Business Combination, each outstanding share of Nikola Common Stock will be cancelled and automatically converted into the right to receive 1.901 shares of common stock of VectoIQ. See "Summary of the proxy statement/prospectus/information statement—Ownership of New Nikola After the Closing" and "Unaudited Pro Forma Condensed Combined Financial Information" for further information.

VectoIQ stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Business Combination Agreement and the Business Combination, among other proposals.

The VectoIQ Common Stock, VectoIQ Warrants and VectoIQ Units are currently listed on Nasdaq under the symbols "VTIQ," "VTIQW" and "VTIQU," respectively. VectoIQ has applied to list shares of VectoIQ Common Stock on Nasdaq under the symbol "NKLA" in connection with the Closing. All outstanding VectoIQ Units will be separated into their underlying securities immediately prior to the Closing. Accordingly, VectoIQ will not have any units following consummation of the Business Combination, and therefore there will be no Nasdaq listing of the VectoIQ Units following the consummation of the Business Combination.

This proxy statement/prospectus/information statement and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus/information statement and its annexes carefully and in their entirety. This document also constitutes a prospectus of VectoIQ with respect to the VectoIQ Common Stock issuable in connection with the Business Combination.

Q.
What matters will stockholders consider at the special meeting?

A.
At the VectoIQ special meeting of stockholders, VectoIQ will ask its stockholders to vote in favor of the following proposals (the "VectoIQ Proposals"):

The Business Combination Proposal—a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

The Amendments to VectoIQ's Certificate of Incorporation Proposal—a proposal to amend VectoIQ's Amended and Restated Certificate of Incorporation.

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    The Election of Directors Proposal—a proposal to elect the directors comprising the board of directors of VectoIQ following the Closing of the Business Combination.

    The Stock Incentive Plan Proposal—a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination.

    The Nasdaq Proposal—a proposal to issue VectoIQ Common Stock to the Nikola stockholders in the Merger pursuant to the Business Combination Agreement and to the investors in the PIPE.

    The Employee Stock Purchase Plan Proposal—a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination.

    The Adjournment Proposal—a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Q.
Are any of the proposals conditioned on one another?

A.
The Amendments to VectoIQ's Certificate of Incorporation Proposal, Election of Directors Proposal, Stock Incentive Plan Proposal, Nasdaq Proposal and Employee Stock Purchase Plan Proposal are all conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal does not require the approval of the Business Combination Proposal and Business Combination to be effective. It is important for you to note that in the event that the Business Combination Proposal is not approved, then VectoIQ will not consummate the Business Combination. If VectoIQ does not consummate the Business Combination and fails to complete an initial business combination by May 18, 2020 or obtain the approval of VectoIQ stockholders to extend the deadline for VectoIQ to consummate an initial business combination, then VectoIQ will be required to dissolve and liquidate. VectoIQ has scheduled a vote of its stockholders for May 12, 2020 to extend this deadline to July 31, 2020.

Q.
What will happen upon the consummation of the Business Combination?

A.
On the Closing Date, Merger Sub will merge into Nikola, whereupon Merger Sub will cease to exist and Nikola will continue as the surviving entity and become a direct wholly-owned subsidiary of VectoIQ. The Merger will have the effects specified under Delaware law. As consideration for the Business Combination, each outstanding share of Nikola Common Stock will be exchanged for 1.901 shares of VectoIQ Common Stock.

Q.
Why is VectoIQ proposing the Business Combination Proposal?

A.
VectoIQ was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. VectoIQ is not limited to any particular industry or sector.

VectoIQ received $230,000,000 from its IPO (including net proceeds from the exercise by the underwriters of their over-allotment option) and sale of the Private Warrants, which was placed into the Trust Account immediately following the IPO. In accordance with VectoIQ's amended and restated certificate of incorporation, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled "What happens to the funds held in the Trust Account upon consummation of the Business Combination?"

There currently are 29,640,000 shares of VectoIQ Common Stock issued and outstanding, consisting of 23,000,000 Public Shares, 5,750,000 Founder Shares and 890,000 Private Shares. In addition, there currently are 23,890,000 VectoIQ Warrants issued and outstanding, consisting of

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    23,000,000 Public Warrants and 890,000 Private Warrants. Each whole VectoIQ Warrant entitles the holder thereof to purchase one share of VectoIQ Common Stock at a price of $11.50 per share. The VectoIQ Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The Private Warrants, however, are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

    Under VectoIQ's amended and restated certificate of incorporation, VectoIQ must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of VectoIQ's initial business combination in conjunction with a stockholder vote.

Q.
Who is Nikola?

A.
Nikola is a vertically integrated zero-emissions transportation solution provider that designs and manufactures state-of-the-art battery-electric and hydrogen fuel cell electric vehicles, electric vehicle drivetrains, energy storage systems, and hydrogen fueling stations. Nikola's core product offering is centered around its battery-electric vehicle ("BEV") and hydrogen fuel cell electric vehicle ("FCEV") Class 8 semi-trucks. The key differentiator of Nikola's business model is its planned network of hydrogen fueling stations. Nikola is offering a revolutionary bundled lease model, which provides customers with the FCEV truck, hydrogen fuel, and maintenance for a fixed price per mile, locks in fuel demand and significantly de-risks infrastructure development. See "Information About Nikola."

Q.
What equity stake will current VectoIQ stockholders and Nikola stockholders have in New Nikola after the Closing?

A.
It is anticipated that, upon the completion of the Business Combination, the ownership of New Nikola will be as follows:

current Nikola stockholders will own                shares of VectoIQ Common Stock, representing approximately        % of the total shares outstanding;

the PIPE Investors will own 52,500,000 shares of VectoIQ Common Stock, representing approximately        % of the total shares outstanding;

the Public Stockholders will own 23,000,000 shares of VectoIQ Common Stock, representing approximately        % of the total shares outstanding; and

the holders of Founder Shares will own 6,640,000 shares of VectoIQ Common Stock, representing approximately        % of the total shares outstanding.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that none of the Public Stockholders exercise their redemption rights and that Nikola does not issue any additional equity securities prior to the Merger. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of VectoIQ Warrants or (ii) shares issuable upon the exercise of outstanding options to purchase shares of Nikola Common Stock.

Q.
Who will be the officers and directors of VectoIQ if the Business Combination is consummated?

A.
The Business Combination Agreement provides that, immediately following the consummation of the Business Combination, the board of directors of New Nikola (the "New Nikola Board") will be comprised of Trevor R. Milton, Mark A. Russell, Stephen J. Girsky, Sooyean (Sophia) Jin, Michael

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    L. Mansuetti, Gerrit A. Marx, Lonnie R. Stalsberg, DeWitt C. Thompson V and Jeffrey W. Ubben. Immediately following the consummation of the Business Combination, we expect that the following will be the officers of New Nikola: Trevor R. Milton, as Executive Chairman, Mark A. Russell, as President and Chief Executive Officer, Kim J. Brady, as Chief Financial Officer, Joseph R. Pike, as Chief Human Resources Officer, and Britton M. Worthen, as Chief Legal Officer and Secretary. See "Management After the Business Combination."

Q.
What conditions must be satisfied to complete the Business Combination?

A.
There are a number of closing conditions in the Business Combination Agreement, including that VectoIQ's stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled "The Business Combination Agreement—Conditions to Closing."

Q.
What happens if I sell my shares of VectoIQ Common Stock before the special meeting of stockholders?

A.
The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of VectoIQ Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not be entitled to receive any shares of VectoIQ Common Stock following the Closing because only VectoIQ's stockholders on the date of the Closing will be entitled to receive shares of VectoIQ Common Stock in connection with the Closing.

Q.
What vote is required to approve the proposals presented at the special meeting of stockholders?

A.
The approval of the Business Combination Proposal and the Amendments to VectoIQ's Certificate of Incorporation Proposal require the affirmative vote (in person or by proxy) of the holders of a majority of all then outstanding shares of VectoIQ Common Stock entitled to vote thereon at the special meeting. Accordingly, a VectoIQ stockholder's failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against these Proposals.

The approval of the Stock Incentive Plan Proposal, Nasdaq Proposal, Employee Stock Purchase Plan Proposal and Adjournment Proposal require the affirmative vote (in person or by proxy) of the holders of a majority of the shares of VectoIQ Common Stock that are voted at the special meeting of stockholders. Accordingly, a VectoIQ stockholder's failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these Proposals.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of Common Stock entitled to vote and actually cast thereon at the special meeting. Accordingly, a VectoIQ stockholder's failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Election of Directors Proposal.

Q.
Do Nikola's stockholders need to approve the Business Combination?

A.
Yes. Contemporaneously with the execution of the Business Combination Agreement, certain Nikola stockholders (the "Key Nikola Stockholders") entered into the Stockholder Support

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    Agreement, pursuant to which, among other things and subject to the terms and conditions therein, the Key Nikola Stockholders agreed to vote all shares of Nikola Common Stock and Nikola Preferred Stock beneficially owned by such stockholders at the time of the stockholder vote on the Business Combination in favor of adoption and approval of the Business Combination Agreement and the approval of the transactions contemplated by the Business Combination Agreement, including the Business Combination, and any other matter necessary to consummate such transactions, and not to (a) transfer any of their shares of Nikola Common Stock and Nikola Preferred Stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. Collectively, as of March 1, 2020, the Key Nikola Stockholders held approximately 80% of the outstanding shares of capital stock of Nikola. For further information, please see the section entitled "Certain Agreements Related to The Business Combination—Stockholder Support Agreement."

    If the Business Combination Agreement is terminated under certain circumstances, Nikola will be required to pay a termination fee in the amount of $82 million.

Q.
May VectoIQ or VectoIQ's directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.
In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor and VectoIQ's board of directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of Nikola. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to VectoIQ for use in the Business Combination.

Q.
How many votes do I have at the special meeting of stockholders?

A.
VectoIQ's stockholders are entitled to one vote at the special meeting for each share of VectoIQ Common Stock held of record as of the record date. As of the close of business on the record date, there were 29,640,000 outstanding shares of VectoIQ Common Stock.

Q.
What interests do VectoIQ's current officers and directors have in the Business Combination?

A.
VectoIQ's board of directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

the beneficial ownership of the Sponsor and certain of VectoIQ's board of directors and officers of an aggregate of 4,691,924 shares of VectoIQ Common Stock and 531,672 VectoIQ Warrants, which shares and warrants would become worthless if VectoIQ does not complete a business combination within the applicable time period, as the VectoIQ Initial Stockholders have waived any right to redemption with respect to these shares. Such shares and warrants have an

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      aggregate market value of approximately $             million and $             million, respectively, based on the closing price of VectoIQ Common Stock of $            on Nasdaq on                        , 2020, the record date for the special meeting of stockholders;

    VectoIQ's board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on VectoIQ's behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

    the anticipated continuation of Stephen J. Girsky, VectoIQ's President and Chief Executive Officer and a director, as a director of New Nikola following the Closing; and

    the continued indemnification of current directors and officers of VectoIQ and the continuation of directors' and officers' liability insurance after the Business Combination.

    These interests may influence VectoIQ's board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should also read the section entitled "The Business Combination—Interests of VectoIQ's Directors and Officers in the Business Combination."

Q.
Did VectoIQ's board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.
VectoIQ's board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. VectoIQ's board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. VectoIQ's board of directors also determined, without seeking a valuation from a financial advisor, that Nikola's fair market value was at least 80% of VectoIQ's net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of VectoIQ's board of directors as described above in valuing Nikola's business and assuming the risk that VectoIQ's board of directors may not have properly valued such business.

Q.
What happens if the Business Combination Proposal is not approved?

A.
If the Business Combination Proposal is not approved and VectoIQ does not consummate a business combination by May 18, 2020, or amend its amended and restated certificate of incorporation to extend the date by which VectoIQ must consummate an initial business combination, VectoIQ will be required to dissolve and liquidate the Trust Account. VectoIQ has scheduled a vote of its stockholders for May 12, 2020 to extend this deadline to July 31, 2020.

Q.
Do I have redemption rights?

A.
If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to VectoIQ to pay its franchise and income taxes and for working capital purposes, upon the consummation of the Business Combination. The per share amount VectoIQ will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions VectoIQ will pay to the underwriters of its IPO if the Business Combination is consummated. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the Founders have agreed to waive their redemption rights with respect to their Founder Shares and any Public

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    Shares that they may have acquired during or after the IPO in connection with the completion of VectoIQ's initial business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $238.4 million on December 31, 2019, the estimated per share redemption price would have been approximately $10.36. This is greater than the $10.00 IPO price of VectoIQ Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest shall be net of taxes payable by VectoIQ and up to $100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account.

Q.
Is there a limit on the number of shares I may redeem?

A.
A Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a "group" (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Stockholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.

Q.
Will how I vote affect my ability to exercise redemption rights?

A.
No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q.
How do I exercise my redemption rights?

A.
In order to exercise your redemption rights, you must, prior to 4:30 p.m. Eastern time on                        , 2020 (two business days before the special meeting), (i) submit a written request to VectoIQ's transfer agent that VectoIQ redeem your Public Shares for cash, and (ii) deliver your stock to VectoIQ's transfer agent physically or electronically through The Depository Trust Company ("DTC"). The address of Continental Stock Transfer & Trust Company, VectoIQ's transfer agent, is listed under the question "Who can help answer my questions?" below. VectoIQ requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to VectoIQ's transfer agent electronically. In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and VectoIQ's transfer agent will need to act to facilitate the request. It is VectoIQ's understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because VectoIQ does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with VectoIQ's consent, until the vote is taken with

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    respect to the Business Combination. If you delivered your shares for redemption to VectoIQ's transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that VectoIQ's transfer agent return the shares (physically or electronically). You may make such request by contacting VectoIQ's transfer agent at the phone number or address listed under the question "Who can help answer my questions?"

Q.
What are the U.S. federal income tax consequences of exercising my redemption rights?

A.
VectoIQ stockholders who exercise their redemption rights to receive cash from the Trust Account in exchange for their Public Shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of VectoIQ Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A stockholder's tax basis in his, her or its shares of VectoIQ Common Stock generally will equal the cost of such shares. A stockholder who purchased VectoIQ Units will have to allocate the cost between the shares of VectoIQ Common Stock or VectoIQ Warrants comprising the VectoIQ Units based on their relative fair market values at the time of the purchase. See the section entitled "Certain U.S. Federal Income Tax Considerations of the Redemption and the Business Combination."

Q.
If I hold VectoIQ Warrants, can I exercise redemption rights with respect to my warrants?

A.
No. There are no redemption rights with respect to the VectoIQ Warrants.

Q.
Do I have appraisal rights if I object to the proposed Business Combination?

A.
No. There are no appraisal rights available to holders of shares of VectoIQ Common Stock in connection with the Business Combination.

Q.
What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.
If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) VectoIQ stockholders who properly exercise their redemption rights and (ii) expenses incurred by Nikola and VectoIQ in connection with the Proposed Transactions, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of VectoIQ following the Business Combination.

Q.
What happens if the Business Combination is not consummated?

A.
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled "The Business Combination Agreement—Termination" for information regarding the parties' specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, VectoIQ is unable to complete a business combination by May 18, 2020 or obtain the approval of VectoIQ stockholders to extend the deadline for VectoIQ to consummate an initial business combination, VectoIQ's amended and restated certificate of incorporation provides that VectoIQ will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to VectoIQ to pay taxes (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then

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    outstanding Public Shares, which redemption will completely extinguish Public Stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and VectoIQ's board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled "Risk Factors—VectoIQ may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate" and "—VectoIQ's stockholders may be held liable for claims by third parties against VectoIQ to the extent of distributions received by them." Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

    In the event of liquidation, there will be no distribution with respect to outstanding VectoIQ Warrants. Accordingly, the VectoIQ Warrants will expire worthless.

Q.
When is the Business Combination expected to be completed?

A.
It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled "The Business Combination Agreement—Conditions to Closing."

Q.
What do I need to do now?

A.
You are urged to carefully read and consider the information contained in this proxy statement/prospectus/information statement, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/information statement on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.
How do I vote?

A.
If you were a holder of record of VectoIQ Common Stock on                        , 2020, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person at the special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting of stockholders and vote in person, obtain a proxy from your broker, bank or nominee.


In light of the ongoing health concerns relating to the COVID-19 coronavirus pandemic and to best protect the health and welfare of the Company's stockholders and personnel, the Company urges that stockholders do not attend the special meeting in person. Stockholders are nevertheless urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope, or to direct their brokers or other agents on how to vote the shares in their accounts, as applicable.

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The special meeting is currently scheduled to be held in person as indicated above. However, we are actively monitoring the coronavirus, or COVID-19, situation and if we determine that it is not possible or advisable to hold the special meeting in person, or to hold the meeting on the time or date or at the location indicated above, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the special meeting. Any such change will be announced via press release and the filing of additional proxy materials with the SEC.

Q.
What will happen if I abstain from voting or fail to vote at the special meeting?

A.
At the special meeting of stockholders, VectoIQ will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against each of the Business Combination Proposal and the Amendments to VectoIQ's Certificate of Incorporation Proposal, and will have no effect on any of the other proposals.

Q.
What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.
Signed and dated proxies received by VectoIQ without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q.
Do I need to attend the special meeting of stockholders to vote my shares?

A.
No. You are invited to attend the special meeting to vote on the proposals described in this proxy statement/prospectus/information statement. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. VectoIQ encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus/information statement.

Q.
If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?

A.
Yes. After carefully reading and considering the information contained in this proxy statement/prospectus/information statement, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.
If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?

A.
No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the VectoIQ Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a "broker non-vote." Broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

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Q.
May I change my vote after I have mailed my signed proxy card?

A.
Yes. You may change your vote by sending a later-dated, signed proxy card to VectoIQ's secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the special meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to VectoIQ's secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q.
What should I do if I receive more than one set of voting materials?

A.
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/information statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.
What is the quorum requirement for the special meeting of stockholders?

A.
A quorum will be present at the special meeting of stockholders if a majority of the VectoIQ Common Stock outstanding and entitled to vote at the meeting is represented in person or by proxy. In the absence of a quorum, a majority of VectoIQ's stockholders, present in person or represented by proxy, and voting thereon will have the power to adjourn the special meeting.

As of the record date for the special meeting, 14,820,001 shares of VectoIQ Common Stock would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting of stockholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

Q.
What happens to the VectoIQ Warrants I hold if I vote my shares of VectoIQ Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

A.
Properly exercising your redemption rights as a VectoIQ stockholder does not result in either a vote "FOR" or "AGAINST" the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your VectoIQ Warrants, and if VectoIQ does not otherwise consummate an initial business combination by May 18, 2020 or obtain the approval of VectoIQ Stockholders to extend the deadline for VectoIQ to consummate an initial business combination, VectoIQ will be required to dissolve and liquidate, and your VectoIQ Warrants will expire worthless. VectoIQ has scheduled a vote of its stockholders for May 12, 2020 to extend this deadline to July 31, 2020.

Q.
Who will solicit and pay the cost of soliciting proxies?

A.
VectoIQ will pay the cost of soliciting proxies for the special meeting. VectoIQ has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. VectoIQ has agreed to pay Morrow Sodali LLC a fee of $25,000. VectoIQ will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates

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    against certain claims, liabilities, losses, damages and expenses. VectoIQ also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of VectoIQ Common Stock for their expenses in forwarding soliciting materials to beneficial owners of VectoIQ Common Stock and in obtaining voting instructions from those owners. VectoIQ's directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.
Who can help answer my questions?

A.
If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus/information statement, the proxy card or the consent card you should contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers can call collect at: (203) 658-9400
Email: VTIQ.info@investor.morrowsodali.com

    You may also contact VectoIQ at:

VectoIQ Acquisition Corp.
1354 Flagler Drive
Mamaroneck, NY 10543
Telephone: (646) 475-8506
Attention: Secretary

    To obtain timely delivery, VectoIQ's stockholders and warrantholders must request the materials no later than five business days prior to the special meeting.

    You may also obtain additional information about VectoIQ from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find More Information."

    If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to VectoIQ's transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT

        This summary highlights selected information from this proxy statement/prospectus/information statement and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this entire proxy statement/prospectus/information statement carefully, including the annexes. See also the section entitled "Where You Can Find More Information."

Parties to the Business Combination

VectoIQ

        VectoIQ is a Delaware corporation formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses, referred to throughout this proxy statement/prospectus/information statement as its initial business combination. Although VectoIQ may pursue its initial business combination in any business, industry or geographic location, it has focused on opportunities to capitalize on the ability of its management team, particularly its executive officers, to identify, acquire and operate a business in the industrial technology, transportation and smart mobility industries. Upon the Closing, we intend to change our name from "VectoIQ Acquisition Corp." to "Nikola Corporation."

        VectoIQ Common Stock, VectoIQ Warrants and VectoIQ's Units, consisting of one share of VectoIQ Common Stock and one VectoIQ Warrant, are traded on Nasdaq under the ticker symbols "VTIQ," "VTIQW" and "VTIQU," respectively. We have applied to continue the listing of the VectoIQ Common Stock and VectoIQ Warrants on Nasdaq under the symbols "NKLA" and "NKLAW," respectively, upon the Closing. The VectoIQ Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

        The mailing address of VectoIQ's principal executive office is 1354 Flagler Drive, Mamaroneck, New York 10543, and its telephone number is (646) 475-8506.

Nikola

        Nikola is a vertically integrated zero-emissions transportation solution provider that designs and manufactures state-of-the-art battery-electric and hydrogen fuel cell electric vehicles, electric vehicle drivetrains, energy storage systems, and hydrogen fueling stations. Nikola's core product offering is centered around its BEV and FCEV Class 8 semi-trucks. The key differentiator of Nikola's business model is its planned network of hydrogen fueling stations. Nikola is offering a revolutionary bundled lease model, which provides customers with the FCEV truck, hydrogen fuel, and maintenance for a fixed price per mile, locks in fuel demand and significantly de-risks infrastructure development.

        The mailing address of Nikola' principal executive office is 4141 E Broadway Road, Phoenix, Arizona 85040, and its telephone number is (480) 666-1038.

        For more information about Nikola, see the sections entitled "Information About Nikola" and "Nikola Management's Discussion and Analysis of Financial Condition and Results of Operation."

The Business Combination

The Business Combination Agreement

        On March 2, 2020, VectoIQ, Merger Sub and Nikola entered into the Business Combination Agreement, pursuant to which VectoIQ and Nikola will consummate the Business Combination. The Business Combination Agreement contains customary representations and warranties, covenants, closing

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conditions, termination fee provisions and other terms relating to the Merger and the other transactions contemplated thereby.

        The Merger is to become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger (such time, "Effective Time"). The parties will hold the Closing immediately prior to such filing of a certificate of merger, on the Closing Date to be specified by VectoIQ and Nikola, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time), but in no event later than the third business day after the satisfaction or waiver, if legally permissible, of each of the conditions to the completion of the Business Combination (or on such other date, time or place as VectoIQ and Nikola may mutually agree).

        Immediately prior to the Effective Time, Nikola will cause each share of Nikola Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be converted into an equal number of shares of Nikola Common Stock, and each converted share of Nikola Preferred Stock will no longer be outstanding and will cease to exist, such that each holder of Nikola Preferred Stock will thereafter cease to have any rights with respect to such securities.

        At the Effective Time, by virtue of the Merger and without any action on the part of VectoIQ, Merger Sub, Nikola or the holders of any of Nikola's securities:

    each share of Nikola Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the number of shares of VectoIQ Common Stock (the "Per Share Merger Consideration") equal to the exchange ratio of 1.901 (the "Exchange Ratio");

    all shares of Nikola Common Stock and Nikola Preferred Stock held in the treasury of Nikola will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto;

    each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation; and

    each Nikola Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of shares of VectoIQ Common Stock (such option, an "Exchanged Option") equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Nikola Common Stock subject to such Nikola Option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Nikola Option immediately prior to the Effective Time divided by (B) Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Nikola Option immediately prior to the Effective Time.

        For more information about the Business Combination Agreement and the Business Combination and other transactions contemplated thereby, see the sections entitled "Proposal No. 1—The Business Combination Proposal" and "The Business Combination Agreement."

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Conditions to the Closing

        Under the Business Combination Agreement, consummation of the Business Combination is subject to customary and other conditions, including (i) our stockholders having approved, among other things, the transactions contemplated by the Business Combination Agreement, (ii) the absence of any governmental order that would prohibit the Business Combination, (iii) the expiration of the waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, the "HSR Act"), (iv) Nikola having at least $60.0 million in cash, (v) Nikola having indebtedness for borrowed money of no more than $4.1 million, (vi) the representations and warranties of the parties to the Business Combination Agreement being true and correct, subject to the de minimis, materiality and material adverse effect standards contained in the Business Combination Agreement and (vii) material compliance by the parties with their respective covenants.

Regulatory Matters

        To complete the Business Combination, VectoIQ and Nikola must obtain approvals or consents from, or make filings with certain U.S. federal authorities. The Business Combination is subject to the requirements of the HSR Act, which prevents VectoIQ and Nikola from completing the Business Combination until required information and materials are furnished to the Antitrust Division of the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC") and specified waiting period requirements have been satisfied. On April 8, 2020, we received notice of early termination of the waiting period under the HSR Act.

        For more information, see the section entitled "The Business Combination—Regulatory Approvals Required for the Business Combination."

Termination Rights

        The Business Combination Agreement is subject to termination prior to the effective time of the Business Combination as follows:

    by the mutual written consent of VectoIQ and Nikola;

    by VectoIQ or Nikola, if (i) the Effective Time will not have occurred prior to the Outside Date; provided, however, that the Business Combination Agreement may not be terminated by any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the principal cause of the failure of a the conditions to the Merger on or prior to the Outside Date; or (ii) any governmental authority in the United States has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination and the Merger; or (iii) any of the VectoIQ Proposals fail to receive the requisite vote for approval at the special meeting;

    by Nikola if (i) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of VectoIQ and Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of VectoIQ and Merger Sub will have become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading "The Business Combination Agreement—Conditions to Closing; The Company" would not be satisfied (a "Terminating VectoIQ Breach"); provided that Nikola has not waived such Terminating VectoIQ Breach and Nikola is not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided,

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      however, that, if such Terminating VectoIQ Breach is curable by VectoIQ and Merger Sub, Nikola may not terminate the Business Combination Agreement under this section for so long as VectoIQ and Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within thirty days after notice of such breach is provided by Nikola to VectoIQ; or (ii) at any time prior to receipt of the irrevocable written consent, in form and substance reasonably acceptable to VectoIQ, of Nikola stockholders holding the requisite approval in favor of the approval and adoption of the Business Combination Agreement and the Proposed Transactions (the "Written Consent"), in connection with entering into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any acquisition proposal or any proposal or offer that could reasonably be expected to lead to an acquisition proposal (each, a "Nikola Acquisition Agreement") with respect to a Superior Proposal (as defined in the section entitled "The Business Combination Agreement—No Solicitation; Change in Recommendation") in accordance with Section 7.05(d) of the Business Combination Agreement; provided, that prior to or concurrently with such termination the Nikola pays the Termination Fee (as defined in the Business Combination Agreement and below); and

    by VectoIQ if (i) Nikola's board of directors or a committee thereof, prior to obtaining the Written Consent has made an Adverse Recommendation Change (as defined in the section entitled "The Business Combination Agreement—No Solicitation; Change in Recommendation"); or (ii) Nikola has failed to deliver the Written Consent to VectoIQ within 24 hours after the Registration Statement becomes effective; or (iii) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of Nikola set forth in the Business Combination Agreement, or if any representation or warranty of Nikola has become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading "The Business Combination Agreement—Conditions to Closing; VectoIQ and Merger Sub" would not be satisfied (a "Terminating Company Breach"); provided that VectoIQ has not waived such Terminating Company Breach and VectoIQ and Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such Terminating Company Breach is curable by Nikola, VectoIQ may not terminate the Business Combination Agreement under this provision for so long as Nikola continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within thirty days after notice of such breach is provided by VectoIQ to Nikola; or (iv) the PCAOB Audited Financials will not have been delivered to VectoIQ by Nikola on or before April 1, 2020.

        If the Business Combination Agreement is terminated, the agreement will forthwith become void, and there will be no liability under the Business Combination Agreement on the part of any party to the Business Combination Agreement, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party thereto.

        Nikola will pay a termination fee in the amount of $82.0 million (the "Termination Fee"), in the event that:

    (i) the Business Combination Agreement is terminated (A) by Nikola or VectoIQ, if the Effective Time did not occur prior to the Outside Date, (B) by VectoIQ, if Nikola failed to deliver the Written Consent to VectoIQ within 24 hours after the Registration Statement became effective or (C) pursuant to a Terminating Company Breach, (ii) a bona fide Acquisition Proposal (as defined in the section entitled "The Business Combination Agreement—No Solicitation; Change in Recommendation") has been made, proposed or otherwise communicated to Nikola after the date of the Business Combination Agreement but before the date of

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      termination and (iii) within six months of the date the Business Combination Agreement is terminated, Nikola enters into a definitive agreement with respect to such Acquisition Proposal; or

    the Business Combination Agreement is terminated (x) by VectoIQ if Nikola's board of directors or a committee thereof, prior to obtaining the Written Consent, shall have made an Adverse Recommendation Change; or (y) by Nikola, if at any time prior to receiving the Written Consent, Nikola enters into a Nikola Acquisition Agreement with respect to a Superior Proposal.

        For more information, see the section entitled "The Business Combination Agreement—Termination," "—Effect of Termination" and "—Termination Fee."

Amendments to the Charter

        Pursuant to the Business Combination Agreement, at the effective time of the Business Combination, VectoIQ's amended and restated certificate of incorporation will be further amended and restated to:

    change VectoIQ's name to "Nikola Corporation";

    increase the number of authorized shares of VectoIQ Common Stock to 600,000,000 and the number of authorized shares of VectoIQ's preferred stock to 150,000,000 shares;

    approve the choice of forum provisions;

    include supermajority voting provisions;

    remove the provision renouncing the corporate opportunity doctrine;

    change the classification of the board of directors from two classes with each of the successors to be elected for a two-year term to three classes with each of the successors to be elected for a three-year term; and

    make certain other changes to the amended and restated certificate of incorporation, including without limitation the elimination of certain provisions related to VectoIQ's initial business combination that will no longer be relevant following the Closing.

        For more information about these amendments to VectoIQ's amended and restated certificate of incorporation, see the section entitled "Proposal No. 2—The Amendments to VectoIQ's Certificate of Incorporation Proposal."

Other Agreements Related to the Business Combination Agreement

Stockholder Support Agreement

        Contemporaneously with the execution of the Business Combination Agreement, on March 2, 2020, the Key Nikola Stockholders entered into the Stockholder Support Agreement pursuant to which such Key Nikola Stockholders agreed to vote all of their shares of Nikola Common Stock and Nikola Preferred Stock in favor of the approval and adoption of the Proposed Transactions. Additionally, such Key Nikola Stockholders have agreed not to (a) transfer any of their shares of Nikola Common Stock and Nikola Preferred Stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. Collectively, as of March 1, 2020, the Key Nikola Stockholders held approximately 80% of the outstanding shares of capital stock of Nikola.

        For more information about the Stockholder Support Agreement, see the section entitled "Certain Agreements Related to the Business Combination—Stockholder Support Agreement."

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Registration Rights and Lock-Up Agreement

        In connection with the Proposed Transactions, VectoIQ, certain persons and entities holding founder shares and private units of VectoIQ (the "Original Holders") and certain stockholders of Nikola (the "New Holders" and, collectively with the Original Holders, the "Holders") will enter into a Registration Rights and Lock-Up Agreement at Closing. Pursuant to the terms of the Registration Rights and Lock-Up Agreement, VectoIQ will be obligated to file a registration statement to register the resale of certain securities of VectoIQ held by the Holders. In addition, pursuant to the terms of the Registration Rights and Lock-Up Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, that VectoIQ file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of VectoIQ held by such Holders. The Registration Rights and Lock-Up Agreement will also provide the Holders with "piggy-back" registration rights, subject to certain requirements and customary conditions.

        The Registration Rights and Lock-Up Agreement further provides for the securities of VectoIQ held by the Holders to be locked-up for a period of time following the Closing, subject to certain exceptions.

        For more information about the Registration Rights and Lock-Up Agreement, see the section entitled "Certain Agreements Related to the Business Combination— Registration Rights and Lock-Up Agreement."

Subscription Agreements

        In connection with the execution of the Business Combination Agreement, effective as of March 2, 2020, VectoIQ entered into separate subscription agreements (each, a "Subscription Agreement") with a number of Subscribers, pursuant to which the Subscribers agreed to purchase, and VectoIQ agreed to sell to the Subscribers, the PIPE Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $525 million. VectoIQ agreed to give certain registration rights to the Subscribers with respect to the PIPE Shares pursuant to the Subscription Agreements.

        The closing of the sale of the PIPE Shares pursuant to the Subscription Agreement is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing.

        For more information about the Subscription Agreements, see the section entitled "Certain Agreements Related to the Business Combination—Subscription Agreements."

Interests of Certain Persons in the Business Combination

        In considering the recommendation of VectoIQ's board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

    the beneficial ownership of the Sponsor and certain of VectoIQ's board of directors and officers of an aggregate of 4,691,924 shares of VectoIQ Common Stock and 531,672 VectoIQ Warrants, which shares and warrants would become worthless if VectoIQ does not complete a business combination within the applicable time period, as VectoIQ Initial Stockholders have waived any

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      right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $             million and $             million, respectively, based on the closing price of VectoIQ Common Stock of $            on Nasdaq on                  , 2020, the record date for the special meeting of stockholders;

    VectoIQ's board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on VectoIQ's behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

    the anticipated continuation of Stephen J. Girsky, VectoIQ's President and Chief Executive Officer and a director, as a director of New Nikola following the Closing; and

    the continued indemnification of current directors and officers of VectoIQ and the continuation of directors' and officers' liability insurance after the Business Combination.

        These interests may influence VectoIQ's board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal.

Reasons for the Approval of the Business Combination

        After careful consideration, VectoIQ's board of directors recommends that VectoIQ stockholders vote "FOR" each VectoIQ proposal (including each of the sub-proposals) being submitted to a vote of the VectoIQ stockholders at the VectoIQ special meeting of stockholders.

        For a description of VectoIQ's reasons for the approval of the Business Combination and the recommendation of our board of directors, see the section entitled "The Business Combination—VectoIQ's Board of Directors' Reasons for the Approval of the Business Combination."

Redemption Rights

        Under VectoIQ's amended and restated certificate of incorporation, holders of VectoIQ Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to VectoIQ to pay its franchise and income taxes, by (b) the total number of shares of VectoIQ Common Stock included as part of the units issued in the IPO. However, VectoIQ will not redeem any public shares to the extent that such redemption would result in VectoIQ having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. For illustrative purposes, based on funds in the Trust Account of approximately $238.4 million on December 31, 2019, the estimated per share redemption price would have been approximately $10.36. Under VectoIQ's amended and restated certificate of incorporation, in connection with an initial business combination, a public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert of as a "group" (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the public shares.

        If a holder exercises its redemption rights, then such holder will be exchanging its shares of VectoIQ Common Stock for cash and will no longer own shares of VectoIQ Common Stock and will not participate in the future growth of VectoIQ, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to VectoIQ's transfer agent in accordance with the procedures described herein. See the section entitled "The Special Meeting of VectoIQ Stockholders—Redemption Rights" for the procedures to be followed if you wish to redeem your shares for cash.

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Ownership of New Nikola After the Closing

        It is anticipated that, upon the completion of the Business Combination, the ownership of New Nikola will be as follows:

    current Nikola stockholders will own                  shares of VectoIQ Common Stock, representing approximately        % of the total shares outstanding;

    the PIPE Investors will own 52,500,000 shares of VectoIQ Common Stock, representing approximately        % of the total shares outstanding;

    the Public Stockholders will own 23,000,000 shares of VectoIQ Common Stock, representing approximately        % of the total shares outstanding; and

    the holders of Founder Shares will own 6,640,000 shares of VectoIQ Common Stock, representing approximately        % of the total shares outstanding.

        The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that none of the Public Stockholders exercise their redemption rights and that Nikola does not issue any additional equity securities prior to the Merger. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of VectoIQ Warrants or (ii) shares issuable upon the exercise of outstanding options to purchase shares of Nikola Common Stock.

        Please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" for further information.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF NIKOLA

        The following selected historical consolidated financial information and other data for Nikola set forth below should be read in conjunction with "Nikola Management's Discussion and Analysis of Financial Condition and Results of Operations" and Nikola's historical consolidated financial statements and the related notes thereto contained elsewhere in this proxy statement/prospectus/information statement.

        The selected historical consolidated financial information and other data presented below for the years ended December 31, 2017, 2018 and 2019, and the selected consolidated balance sheet and other data as of December 31, 2018 and 2019 have been derived from Nikola's audited consolidated financial statements included in this proxy statement/prospectus/information statement.

 
  Years Ended December 31,  
 
  2019   2018   2017  
 
  (in thousands)
 

Statement of Operations Data:

                   

Total revenue

  $ 482   $ 173   $ 486  

Total costs and expenses

    88,477     70,662     17,768  

Loss from operations

    (87,995 )   (70,489 )   (17,282 )

Other income (expense):

                   

Interest income (expense), net

    1,456     686     (814 )

Gain (loss) on Series A redeemable convertible preferred stock warrant liability

    (3,339 )   3,502     (975 )

Other income (expense), net

    1,373     6     (59 )

Loss from operations before income taxes

    (88,505 )   (66,295 )   (19,130 )

Income tax expense (benefit)

    151     (2,002 )   (1,574 )

Net loss

    (88,656 )   (64,293 )   (17,556 )

Premium paid on repurchase of redeemable convertible preferred stock

    (16,816 )   (166 )    

Net loss attributable to common stockholders, basic and diluted

  $ (105,472 ) $ (64,459 ) $ (17,556 )

 

 
  As of December 31,  
 
  2019   2018  
 
  (in thousands)
 

Balance Sheet Data:

             

Cash and cash equivalents

  $ 85,688   $ 160,653  

Working capital

    74,343     152,509  

Total assets

    229,430     221,633  

Total liabilities

    33,922     35,393  

Total stockholders' deficit

    (188,479 )   (91,822 )

 

 
  Years Ended December 31,  
 
  2019   2018   2017  
 
  (in thousands)
 

Statement of Cash Flows Data:

                   

Net cash used in operating activities

  $ (80,627 ) $ (54,019 ) $ (13,576 )

Net cash used in investing activities

    (39,302 )   (15,410 )   (2,482 )

Net cash provided by financing activities

    35,805     211,732     45,592  

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SELECTED HISTORICAL FINANCIAL INFORMATION OF VECTOIQ

        The following table shows selected historical financial information of VectoIQ for the periods and as of the dates indicated. The selected historical financial information of VectoIQ was derived from the audited historical financial statements of VectoIQ included elsewhere in this proxy statement/prospectus/information statement. The following table should be read in conjunction with "VectoIQ Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement/prospectus/information statement.

 
  As of and for the
year ended
December 31, 2019
  As of and for the
period from
January 31, 2018
(inception) to
December 31, 2018
 

Statement of Operations Data:

             

General and administrative expenses

  $ 910,209   $ 402,302  

Investment income in Trust Account

    5,033,038     2,990,983  

Net income (loss)

  $ 2,730,459   $ 1,913,035  

Weighted average shares outstanding, basic and diluted

    29,640,000     22,643,542  

Basic and diluted net income per share

  $ 0.09   $ 0.08  

Balance Sheet Data:

             

Cash and cash equivalents

  $ 751,640   $ 1,168,600  

Prepaid expenses and other current assets

    23,438     62,500  

Total assets

    239,158,354     236,545,521  

Total liabilities

    834,482     952,108  

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following summary unaudited pro forma condensed combined financial data (the "summary pro forma data") gives effect to the Business Combination described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information." The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, VectoIQ will be treated as the "acquired" company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization. The net assets of VectoIQ will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of December 31, 2019 gives pro forma effect to the Business Combination as if it had occurred on December 31, 2019. The summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2019 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2019.

        The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus/information statement and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements of VectoIQ and Nikola and related notes included in this proxy statement/prospectus/information statement. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the Business Combination and the other transactions contemplated by the Business Combination Agreement been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.

        The following table presents summary pro forma data after giving effect to the Business Combination, assuming two redemption scenarios as follows:

    Assuming No Redemption: This scenario assumes that no shares of VectoIQ Common Stock are redeemed; and

    Assuming Maximum Redemption: This scenario assumes that 23,000,000 shares of VectoIQ Common Stock are redeemed for an aggregate payment of approximately $238.4 million (based on the estimated per share redemption price of approximately $10.36 per share based on the fair value of marketable securities held in the Trust Account as of December 31, 2019 of approximately $238.4 million) from the Trust Account.
 
  Pro Forma
Combined
(Assuming No
Redemption)
  Pro Forma
Combined
(Assuming
Maximum
Redemption)
 
 
  (in thousands, except share and per share data)
 

Summary Unaudited Pro Forma Condensed Combined

             

Statement of Operations Data

             

Year Ended December 31, 2019

             

Revenue

  $ 482   $ 482  

Net loss per share—basic and diluted

  $ (0.24 ) $ (0.26 )

Weighted-average shares outstanding—basic and diluted

    359,138,624     336,138,624  

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  Pro Forma
Combined
(Assuming No
Redemption)
  Pro Forma
Combined
(Assuming
Maximum
Redemption)
 
 
  (in thousands)
 

Summary Unaudited Pro Forma Condensed Combined

             

Balance Sheet Data as of December 31, 2019

             

Total assets

  $ 1,002,980   $ 764,597  

Total liabilities

  $ 34,561   $ 34,561  

Total equity

  $ 968,419   $ 730,036  

Unaudited Historical Comparative and Pro Forma Combined Per Share Data of VectoIQ and Nikola

        The following table sets forth selected historical comparative share information for VectoIQ and Nikola and unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination, assuming two redemption scenarios as follows:

    Assuming No Redemption—this scenario assumes that no shares of VectoIQ Common Stock are redeemed; and

    Assuming Maximum Redemption—this scenario assumes that 23,000,000 shares of VectoIQ Common Stock are redeemed for an aggregate payment of approximately $238.4 million (based on the estimated per share redemption price of approximately $10.36 per share based on the fair value of marketable securities held in the Trust Account as of December 31, 2019 of approximately $238.4 million) from the Trust Account.

        The pro forma book value information reflects the Business Combination as if it had occurred on December 31, 2019. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination as if it had occurred on January 1, 2019.

        This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus/information statement, and the historical financial statements of VectoIQ and Nikola and related notes that are included elsewhere in this proxy statement/prospectus/information statement. The unaudited pro forma combined per share information of VectoIQ and Nikola is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus/information statement.

        The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma

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combined book value per share information below does not purport to represent what the value of VectoIQ and Nikola would have been had the companies been combined during the periods presented.

 
   
   
  Combined Pro Forma   Nikola equivalent pro forma
per share data(2)
 
 
  VectoIQ
(Historical)
  Nikola
(Historical)
  (Assuming No
Redemption)
  (Assuming
Maximum
Redemption)
  (Assuming
No
Redemption)
  (Assuming
Maximum
Redemption)
 

As of and for the Year Ended December 31, 2019(3)

                                     

Book value per share(1)

  $ 0.17   $ (3.13 ) $ 2.70   $ 2.17   $ 5.13   $ 4.13  

Weighted average shares outstanding of common stock—basic and diluted

    29,640,000     60,166,799     359,138,624     336,138,624     276,998,624     276,998,624  

Net income (loss) per share of common stock—basic and diluted

  $ 0.09     (1.75 ) $ (0.24 ) $ (0.26 ) $ (0.46 ) $ (0.49 )

(1)
Book value per share = (Total equity excluding preferred shares)/shares outstanding.

(2)
The equivalent pro forma basic and diluted per share data for Nikola is calculated by multiplying the combined pro forma per share data by the exchange ratio of 1.901 set forth in the Business Combination Agreement. The weighted average shares outstanding includes Nikola Preferred Stock, which will be converted into shares of Nikola Common Stock immediately prior to the Effective Time of the Business Combination.

(3)
There were no cash dividends declared in the period presented.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements in this proxy statement/prospectus/information statement may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, our management team's, Nikola's and Nikola's management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus/information statement may include, for example, statements about:

    our ability to consummate the Business Combination;

    the expected benefits of the Business Combination;

    New Nikola's financial and business performance following the Business Combination, including financial projections and business metrics;

    changes in Nikola's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

    the implementation, market acceptance and success of Nikola's business model;

    Nikola's ability to scale in a cost-effective manner;

    developments and projections relating to Nikola's competitors and industry;

    the impact of health epidemics, including the COVID-19 pandemic, on Nikola's business and the actions Nikola may take in response thereto;

    Nikola's expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

    expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

    Nikola's future capital requirements and sources and uses of cash;

    Nikola's ability to obtain funding for its operations;

    Nikola's business, expansion plans and opportunities; and

    the outcome of any known and unknown litigation and regulatory proceedings.

        These forward-looking statements are based on information available as of the date of this proxy statement/prospectus/information statement, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

        You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus/information statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or

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implied by these forward-looking statements. Some factors that could cause actual results to differ include:

    the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

    the outcome of any legal proceedings that may be instituted against VectoIQ following announcement of the proposed Business Combination and transactions contemplated thereby;

    the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of VectoIQ or to satisfy other conditions to the Closing in the Business Combination Agreement;

    the ability to obtain or maintain the listing of VectoIQ Common Stock on Nasdaq following the Business Combination;

    the risk that the proposed Business Combination disrupts current plans and operations of Nikola as a result of the announcement and consummation of the transactions described herein;

    our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Nikola to grow and manage growth profitably following the Business Combination;

    costs related to the Business Combination;

    changes in applicable laws or regulations;

    the effect of the COVID-19 pandemic on Nikola's business;

    the ability of Nikola to execute its business model, including market acceptance of its planned products and services;

    Nikola's ability to raise capital;

    the possibility that VectoIQ or Nikola may be adversely affected by other economic, business, and/or competitive factors; and

    other risks and uncertainties described in this proxy statement/prospectus/information statement, including those under the section entitled "Risk Factors."

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RISK FACTORS

        The combined company will face a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement/prospectus/information statement, you should carefully consider the material risks described below before deciding how to vote your shares of stock. In addition, you should read and consider the risks associated with the business of VectoIQ because these risks may also affect the combined company—these risks can be found in VectoIQ's Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, if any, all of which are filed with the SEC. You should also read and consider the other information in this proxy statement/prospectus/information statement and the other documents incorporated by reference into this proxy statement/prospectus/information statement. Please see the section entitled "Where You Can Find More Information" in this proxy statement/prospectus/information statement.

Risks Related to Nikola

        Unless the context otherwise requires, all references in this section to "we," "us," or "our" refer to Nikola and its subsidiaries prior to the consummation of the Business Combination.

Risks Related to Nikola's Business and Industry

We are an early stage company with a history of losses, and expect to incur significant expenses and continuing losses for the foreseeable future.

        We incurred a net loss of $88.7 million for the year ended December 31, 2019 and have incurred net losses of approximately $188.5 million from our inception through December 31, 2019. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin significant deliveries of our trucks, which is not expected to begin until 2021 for our Nikola Tre BEV and 2023 for our Nikola Two FCEV, and may occur later. Even if we are able to successfully develop and sell or lease our trucks, there can be no assurance that they will be commercially successful. Our potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of our trucks and our hydrogen station platform, which may not occur.

        We expect the rate at which we will incur losses to be significantly high in future periods as we:

    design, develop and manufacture our trucks;

    construct and equip our planned manufacturing plant to produce our trucks in Arizona;

    modify and equip the Iveco manufacturing plant in Germany to produce our trucks in Europe;

    build up inventories of parts and components for our trucks;

    manufacture an available inventory of our trucks;

    develop and deploy our hydrogen fueling stations;

    expand our design, development, maintenance and repair capabilities;

    increase our sales and marketing activities and develop our distribution infrastructure; and

    increase our general and administrative functions to support our growing operations.

        Because we will incur the costs and expenses from these efforts before we receive any incremental revenues with respect thereto, our losses in future periods will be significant. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.

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We may be unable to adequately control the costs associated with our operations.

        We will require significant capital to develop and grow our business, including developing and manufacturing our trucks, building our manufacturing plant and building Nikola's brand. We expect to incur significant expenses which will impact our profitability, including research and development expenses, raw material procurement costs, leases, sales and distribution expenses as we build Nikola's brand and market our trucks and bundled leasing model, and general and administrative expenses as we scale our operations. In addition, we may incur significant costs in connection with our services, including building our hydrogen fueling stations and honoring our maintenance commitments under our bundled lease package. Our ability to become profitable in the future will not only depend on our ability to successfully market our vehicles and other products and services, but also to control our costs. If we are unable to cost efficiently design, manufacture, market, sell, distribute and service our trucks and services, our margins, profitability and prospects would be materially and adversely affected.

Our business model has yet to be tested and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

        Investors should be aware of the difficulties normally encountered by a new enterprise, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, organizing operations and undertaking marketing activities. The likelihood of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. There is, therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital-intensive nature of our business, we can be expected to continue to sustain substantial operating expenses without generating sufficient revenues to cover expenditures. Any investment in our company is therefore highly speculative and could result in the loss of your entire investment.

Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.

        You must consider the risks and difficulties we face as an early stage company with a limited operating history. If we do not successfully address these risks, our business, prospects, operating results and financial condition will be materially and adversely harmed. We have a very limited operating history on which investors can base an evaluation of our business, operating results and prospects. We intend to derive substantially all of our revenues from the sale and lease of the Nikola vehicle platforms, which are still in the early stages of development. Due to our bundled lease model for our FCEV trucks, our revenues will also depend on the sale of hydrogen fuel at our planned hydrogen fueling stations which we do not expect to be operational until 2022 or later. There are no assurances that we will be able to secure future business with the major trucking companies or with independent truck drivers. We also have a Powersports division and recently announced a passenger truck. While we intend to focus on our commercial trucks and bundled leases, our other business lines may distract management's focus on what we consider our core business.

        It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially affected. The projected financial information appearing elsewhere in this proxy statement/prospectus/information statement has prepared by management and reflects

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current estimates of future performance. The projected results depend on the successful implementation of management's growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgement and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes.

We expect to need to raise additional funds and these funds may not be available to us when we need them. If we cannot raise additional funds when we need them, our operations and prospects could be negatively affected.

        The design, manufacture, lease, sale and servicing of vehicles and related hydrogen fueling stations is capital-intensive. We expect that following the Closing, we will have sufficient capital to fund our planned operations for the next 12 to 18 months. We will need to raise additional capital to scale our manufacturing and roll out our hydrogen refueling stations. We may raise additional funds through the issuance of equity, equity related or debt securities, or through obtaining credit from government or financial institutions. This capital will be necessary to fund our ongoing operations, continue research, development and design efforts, improve infrastructure, introduce new vehicles and build hydrogen fueling stations. We cannot be certain that additional funds will be available to us on favorable terms when required, or at all. If we cannot raise additional funds when we need them, our financial condition, results of operations, business and prospects could be materially adversely affected.

If we fail to manage our future growth effectively, we may not be able to market and sell our vehicles successfully.

        Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. We intend to expand our operations significantly. Our future expansion will include:

    training new personnel;

    forecasting production and revenue;

    controlling expenses and investments in anticipation of expanded operations;

    establishing or expanding design, manufacturing, sales and service facilities; and

    implementing and enhancing administrative infrastructure, systems and processes.

        We intend to continue to hire a significant number of additional personnel, including design and manufacturing personnel and service technicians for our trucks. Because our trucks are based on a different technology platform than traditional internal combustion engines, individuals with sufficient training in alternative fuel and electric vehicles may not be available to hire, and as a result, we will need to expend significant time and expense training the employees we do hire. Competition for individuals with experience designing, manufacturing and servicing electric vehicles is intense, and we may not be able to attract, integrate, train, motivate or retain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects.

Our bundled lease model may present unique problems that may have an adverse effect on our operating results and business and harm our reputation.

        Our bundled lease model which provides customers with the FCEV truck hydrogen fuel and maintenance for a fixed price per mile is reliant on our ability to achieve a minimum hydrogen fuel efficiency in our FCEV trucks. If we are unable to achieve or maintain this fuel efficiency, we may be

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forced to provide our bundled lease customers with fuel at prices below-cost or risk damaging our relationships with our customers. Any such scenario would put our bundled lease model in jeopardy and may have a material adverse effect on our business, prospects, operating results and financial condition.

We may face legal challenges in one or more states attempting to sell directly to customers which could materially adversely affect our costs.

        Our business plan includes the direct sale of vehicles to business customers, and potentially, to individual customers. Most, if not all, states require a license to sell vehicles within the state. Many states prohibit manufacturers from directly selling vehicles to customers. In other states, manufacturers must operate a physical dealership within the state to deliver vehicles to customers. As a result, we may not be able to sell directly to customers in each state in the United States.

        We are currently not registered as a dealer in any state. In many states, it is unclear if, as a manufacturer, we will be able to obtain permission to sell and deliver vehicles directly to customers. For customers residing in states in which we will not be allowed to sell or deliver vehicles, we may have to arrange alternate methods of delivery of vehicles. This could include delivering vehicles to adjacent or nearby states in which we are allowed to directly sell and ship vehicles, and arranging for the customer to transport the vehicles to their home states. These workarounds could add significant complexity, and as a result, costs, to our business.

Our success will depend on our ability to economically manufacture our trucks at scale and build our hydrogen fueling stations to meet our customers' business needs, and our ability to develop and manufacture trucks of sufficient quality and appeal to customers on schedule and at scale is unproven.

        Our future business depends in large part on our ability to execute our plans to develop, manufacture, market and sell our Nikola Tre BEV and Nikola Two FCEV trucks and to deploy the associated hydrogen fueling stations for our FCEV trucks at sufficient capacity to meet the transportation demands of our business customers. We plan to initially commence manufacturing our trucks in Europe through our joint venture with CNH Industrial N.V. ("CNHI") and Iveco S.p.A. ("Iveco" and, collectively with CNHI, "CNHI/Iveco"), which is expected to commence operations in the third quarter of 2020, and in the future at our planned manufacturing plant in Arizona.

        Our continued development of our truck platforms is and will be subject to risks, including with respect to:

    our ability to secure necessary funding;

    the equipment we plan to use being able to accurately manufacture the vehicles within specified design tolerances;

    long- and short-term durability of our hydrogen fuel cell and electric drivetrain technology related components in the day-to-day wear and tear of the commercial trucking environment;

    compliance with environmental, workplace safety and similar regulations;

    securing necessary components on acceptable terms and in a timely manner;

    delays in delivery of final component designs to our suppliers;

    our ability to attract, recruit, hire and train skilled employees;

    quality controls, particularly as we plan to commence manufacturing in-house;

    delays or disruptions in our supply chain; and

    other delays and cost overruns.

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        We have no experience to date in high volume manufacturing of our trucks. We do not know whether we will be able to develop efficient, automated, low-cost manufacturing capabilities and processes, and reliable sources of component supply, that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully mass market our trucks. Even if we are successful in developing our high volume manufacturing capability and processes and reliably source our component supply, we do not know whether we will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond our control such as problems with suppliers and vendors, or in time to meet our vehicle commercialization schedules or to satisfy the requirements of customers. Any failure to develop such manufacturing processes and capabilities within our projected costs and timelines could have a material adverse effect on our business, prospects, operating results and financial condition.

We may experience significant delays in the design, manufacture, launch and financing of our trucks, including in the build out of our planned manufacturing plant, which could harm our business and prospects.

        Any delay in the financing, design, manufacture and launch of our trucks, including in the build out of our planned manufacturing plant, could materially damage our brand, business, prospects, financial condition and operating results. Vehicle manufacturers often experience delays in the design, manufacture and commercial release of new products. To the extent we delay the launch of our trucks, our growth prospects could be adversely affected as we may fail to grow our market share. Furthermore, we rely on third party suppliers for the provision and development of many of the key components and materials used in our vehicles. To the extent our suppliers experience any delays in providing us with or developing necessary components, we could experience delays in delivering on our timelines.

We will rely on complex machinery for our operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

        We will rely heavily on complex machinery for our operations and our production will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Our truck manufacturing plant will consist of large-scale machinery combining many components. The manufacturing plant components are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of the manufacturing plant components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, and seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects.

If our planned manufacturing plant in Arizona becomes inoperable, we will be unable to produce our trucks and our business will be harmed.

        We expect to begin assembly of our trucks at our manufacturing plant in Arizona after completion of the initial phase of the plant in 2021, at the earliest. We expect to produce all of our trucks at our manufacturing plant in Arizona after completion of the second phase of the plant in 2023, at the earliest. Our plant and the equipment we use to manufacture our trucks would be costly to replace and

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could require substantial lead time to replace and qualify for use. Our plant may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, flooding, fire and power outages, or by health epidemics, such as the recent COVID-19 pandemic, which may render it difficult or impossible for us to manufacture our trucks for some period of time. The inability to produce our trucks or the backlog that could develop if our manufacturing plant is inoperable for even a short period of time may result in the loss of customers or harm our reputation. Although we maintain insurance for damage to our property and the disruption of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all.

Our plan to build a network of hydrogen fueling stations will require significant cash investments and management resources and may not meet our expectations with respect to additional sales of our electric vehicles. In addition, we may not be able to open stations in certain states.

        Our plan to build a network of hydrogen fueling stations in the United States will require significant cash investments and management resources and may not meet our expectations with respect to additional sales of our FCEV trucks. This planned construction of hydrogen stations is essential to persuading customers to pay a higher premium for our trucks. While we have constructed a prototype station, we have very limited experience in the actual provision of our refueling solutions to users and providing these services is subject to challenges, which include the logistics of rolling out our network of refueling stations and teams in appropriate areas, inadequate capacity or over capacity in certain areas, security risks, risk of damage to vehicles during charging or refueling and the potential for lack of customer acceptance of our services. We will need to ensure compliance with any regulatory requirements applicable in jurisdictions where our fueling stations will be located, including obtaining any required permits and land use rights, which could take considerable time and expense and is subject to the risk that government support in certain areas may be discontinued. In addition, given our lack of experience building and operating fueling stations, there could be unanticipated challenges which may hinder our ability to provide our bundled lease to customers or make the provision of our bundled leases costlier than anticipated. If we are unable to build, or experience delays in building, our network of hydrogen fueling stations, we may be unable to meet our fueling commitments under our bundled lease arrangements with customers and experience decreased sales or leases of our vehicles, which may negatively impact our business, prospects, financial condition and operating results.

We may not be able to produce or source the hydrogen needed to establish our planned hydrogen fueling stations.

        As a key component of our business model, we intend to establish a series of hydrogen fueling stations, and we intend to include the cost of hydrogen in the purchase price of our trucks. We intend to produce the hydrogen needed for these stations on site through electrolysis. To the extent we are unable to produce the hydrogen, we may be unable to establish these fueling stations and severely limit the usefulness of our trucks, or, if we are still able to establish these stations, we may be forced to sell hydrogen at a loss in order to maintain our commitments. We believe that this hydrogen incentive will be a significant driver for purchases of our trucks, and therefore, the failure to establish and roll out these hydrogen fueling stations in accordance with our expectations would materially adversely affect our business.

Our inability to cost-effectively source the energy requirements to conduct electrolysis at our fueling stations may impact the profitability of our bundled leases by making our hydrogen uneconomical compared to other vehicle fuel sources.

        Our ability to economically produce hydrogen for our FCEV trucks requires us to secure a reliable source of electricity for each of our fueling stations at a price per kilowatt hour that is below the

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current retail rates in the geographic areas we target. An increase in the price of energy used to generate hydrogen through electrolysis would likely result in a higher cost of fuel for our FCEV trucks as well as increase the cost of distribution, freight and delivery and other operating costs related to vehicle manufacturing. We may not be able to offset these cost increases or pass such cost increases onto customers in the form of price increases, because of our bundled lease model for FCEV trucks, which could have an adverse impact on our results of operations and financial condition.

Reservations for our trucks are cancellable.

        As of December 31, 2019, we had reservations for 14,000 Nikola Two FCEV trucks, all of which are subject to cancellation by the customer until the customer enters into a lease agreement. At times we have indicated that if we are able to sell or lease every truck which has been reserved, we would have sales of $10 billion in projected revenues. Because all of our reservations are cancellable, it is possible that a significant number of customers who submitted reservations for our trucks may cancel those reservations.

        Given the anticipated lead times between customer reservation and delivery of our trucks, there is a heightened risk that customers that have made reservations may not ultimately take delivery of vehicles due to potential changes in customer preferences, competitive developments and other factors. As a result, no assurance can be made that reservations will not be cancelled, or that reservations will ultimately result in the purchase or lease of a vehicle. Any cancellations could harm our financial condition, business, prospects and operating results.

        In addition, the $10 billion in projected revenues is based on a number of assumptions, including a projected purchase price for our trucks. If the purchase price of the trucks ends up being different than anticipated, we may not achieve this level of revenues, even if all of the trucks subject to reservations are sold or leased.

        While we currently have a contract with Anheuser-Busch LLC ("AB"), to lease up to 800 Nikola Two FCEV trucks, if we are unable to deliver our trucks according to the vehicle specifications and delivery timelines set forth in the contract, AB has the right to cancel its order for trucks. Moreover, the AB contract specifies lease terms and rental rates that may be hard for us to meet depending on our ability to develop our trucks and hydrogen network according to current design parameters and cost estimates. Any of these adverse actions related to the AB order could harm our financial condition, business, prospects and operating results.

While we do not currently have any leasing arrangements finalized, in the future we intend to offer a bundled leasing alternative to customers which exposes us to credit risk.

        While we currently intend to offer bundled leasing of our trucks to potential customers through a third-party financing partner, we currently have no agreement in place with any potential financing partner. We can provide no assurance that a third-party financing partner would be able or willing to provide the leasing services on terms that we have stated in our published materials, or to provide financing at all. Furthermore, offering a leasing alternative to customers will expose us to risks commonly associated with the extension of credit. Credit risk is the potential loss that may arise from any failure in the ability or willingness of the customer to fulfil its contractual obligations when they fall due. Competitive pressure and challenging markets may increase credit risk through leases to financially weak customers, extended payment terms and leases into new and immature markets. This could have a material adverse effect on our business, prospects, financial results and results of operations.

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We face significant barriers to produce our trucks, and if we cannot successfully overcome those barriers our business will be negatively impacted.

        The trucking industry has traditionally been characterized by significant barriers to entry, including large capital requirements, investment costs of designing and manufacturing vehicles, long lead times to bring vehicles to market from the concept and design stage, the need for specialized design and development expertise, regulatory requirements, establishing a brand name and image and the need to establish sales, leasing, fueling and service locations. If we are not able to overcome these barriers, our business, prospects, operating results and financial condition will be negatively impacted and our ability to grow our business will be harmed.

Our future growth is dependent upon the trucking industry's willingness to adopt BEV and FCEV trucks.

        Our growth is highly dependent upon the adoption by the trucking industry of alternative fuel and electric trucks. If the market for our BEV and FCEV trucks does not develop at the rate or to the extent that we expect, our business, prospects, financial condition and operating results will be harmed. The market for alternative fuel and electric trucks is new and untested and is characterized by rapidly changing technologies, price competition, numerous competitors, evolving government regulation and industry standards and uncertain customer demands and behaviors.

        Factors that may influence the adoption of alternative fuel and electric vehicles include:

    perceptions about BEV or FCEV truck quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of alternative fuel or electric vehicles;

    perceptions about vehicle safety in general, including the use of advanced technology, such as vehicle electronics, hydrogen fueling and storage and regenerative braking systems;

    the decline of vehicle efficiency resulting from deterioration over time in the ability of the battery to hold a charge;

    concerns about the availability of hydrogen stations, including those we plan to develop and deploy, which could impede our present efforts to promote FCEV trucks as a desirable alternative to diesel trucks;

    improvements in the fuel economy of internal combustion engines;

    the availability of service for alternative fuel or electric trucks;

    volatility in the cost of energy, oil, gasoline and hydrogen;

    government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

    the availability of tax and other governmental incentives to purchase and operate alternative fuel and electric trucks or future regulation requiring increased use of nonpolluting trucks;

    our ability to sell or lease trucks directly to business or customers dependent on state by state unique regulations and dealership laws;

    the availability of tax and other governmental incentives to sell hydrogen;

    perceptions about and the actual cost of alternative fuel; and

    macroeconomic factors.

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        Additionally, we may become subject to regulations that may require us to alter the design of our trucks, which could negatively impact customer interest in our products.

If our trucks fail to perform as expected, our ability to develop, market and sell or lease our alternative fuel and electric trucks could be harmed.

        Once production commences, our trucks may contain defects in design and manufacture that may cause them not to perform as expected or may require repair. We currently have no frame of reference by which to evaluate the performance of our trucks upon which our business prospects depend. For example, our trucks will use a substantial amount of software to operate which will require modification and updates over the life of the vehicle. Software products are inherently complex and often contain defects and errors when first introduced.

        There can be no assurance that we will be able to detect and fix any defects in the trucks' hardware or software prior to commencing customer sales. We may experience recalls in the future, which could adversely affect Nikola's brand in our target markets and could adversely affect our business, prospects and results of operations. Our trucks may not perform consistent with customers' expectations or consistent with other vehicles which may become available. Any product defects or any other failure of our trucks to perform as expected could harm our reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, product liability claims and significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.

Although we hope to be among the first to bring BEV and FCEV class 8 semi-trucks to market, competitors may enter the market before our trucks, which could have an adverse effect on our business.

        We face intense competition in trying to be among the first to bring our BEV and FCEV truck platforms to market, including from companies in our target markets with greater financial resources, more extensive development, manufacturing, marketing and service capabilities, greater brand recognition and a larger number of managerial and technical personnel. If competitor's trucks are brought to market before our trucks, we may experience a reduction in potential market share.

        Many of our current and potential competitors, particularly international competitors, have significantly greater financial, technical, manufacturing, marketing and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products.

        We compete in a rapidly evolving and highly competitive industry, and a number of private and public companies have announced plans to offer BEV and/or FCEV semi-trucks, including companies such as Daimler, Hyundai, Tesla, Toyota and Volvo. Based on publicly available information, a number of these competitors have displayed prototype trucks and have announced target availability and production timelines, while others have launched pilot programs in some markets. In addition, we are aware that one potential competitor, BYD, is currently manufacturing and selling a Class 8 BEV truck. While some competitors may choose to offer BEV trucks, others such as Hyundai have announced they plan to offer FCEV trucks and invest in hydrogen stations for refueling. In addition, our principal competition for our trucks will also come from manufacturers of trucks with internal combustion engines powered by diesel fuel.

        We expect competition in our industry to intensify in the future in light of increased demand and regulatory push for alternative fuel and electric vehicles. We cannot provide assurances that our trucks will be among the first to market, or that competitors will not build hydrogen fueling stations. Even if our trucks are among the first to market, we cannot assure you that customers will choose our vehicles over those of our competitors, or over diesel powered trucks.

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Developments in alternative technology improvements in the internal combustion engine may adversely affect the demand for our trucks.

        Significant developments in alternative technologies, such as advanced diesel, ethanol, or compressed natural gas or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. Other fuels or sources of energy may emerge as customers' preferred alternative to our truck platform. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced alternative fuel and electric trucks, which could result in the loss of competitiveness of our trucks, decreased revenue and a loss of market share to competitors. Our research and development efforts may not be sufficient to adapt to changes in alternative fuel and electric vehicle technology. As technologies change, we plan to upgrade or adapt our trucks and introduce new models in order to continue to provide trucks with the latest technology, in particular battery cell technology.

We have no experience servicing our vehicles. If we are unable to address the service requirements of our customers, our business will be materially and adversely affected.

        Because we do not plan to begin production of our trucks until 2021 at the earliest, we have no experience servicing or repairing our vehicles. Servicing alternative fuel and electric vehicles is different than servicing vehicles with internal combustion engines and requires specialized skills, including high voltage training and servicing techniques. We may decide to partner with a third party to perform some or all of the maintenance on our trucks, and there can be no assurance that we will be able to enter into an acceptable arrangement with any such third-party provider. If we are unable to successfully address the service requirements of our customers, our business and prospects will be materially and adversely affected.

        In addition, the motor vehicle industry laws in many states require that service facilities be available to service vehicles physically sold from locations in the state. While we anticipate developing a service program that would satisfy regulators in these circumstances, the specifics of our service program are still in development, and at some point may need to be restructured to comply with state law, which may impact on our business, financial condition, operating results and prospects.

Future product recalls could materially adversely affect our business, prospects, operating results and financial condition.

        Any product recall in the future may result in adverse publicity, damage Nikola's brand and materially adversely affect our business, prospects, operating results and financial condition. In the future, we may voluntarily or involuntarily, initiate a recall if any of our vehicles or electric powertrain components (including the fuel cell or batteries) prove to be defective or noncompliant with applicable federal motor vehicle safety standards. Such recalls involve significant expense and diversion of management attention and other resources, which could adversely affect Nikola's brand image in our target markets, as well as our business, prospects, financial condition and results of operations.

Insufficient warranty reserves to cover future warranty claims could materially adversely affect our business, prospects, financial condition and operating results.

        Once our trucks are in production, we will need to maintain warranty reserves to cover warranty-related claims. If our warranty reserves are inadequate to cover future warranty claims on our vehicles, our business, prospects, financial condition and operating results could be materially and adversely affected. We may become subject to significant and unexpected warranty expenses. There can be no assurances that then-existing warranty reserves will be sufficient to cover all claims.

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If we are unable to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel, our ability to compete could be harmed.

        Our success depends, in part, on our ability to retain our key personnel. The unexpected loss of or failure to retain one or more of our key employees could adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel.

        Competition for these employees can be intense, and our ability to hire, attract and retain them depends on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the future, and our failure to do so could adversely affect our business, including the execution of our global business strategy. Any failure by our management team to perform as expected may have a material adverse effect on our business, prospects, financial condition and results of operations.

We are highly dependent on the services of Trevor R. Milton, our Chief Executive Officer.

        We are highly dependent on the services of Trevor R. Milton, Chief Executive Officer, and largest stockholder. Mr. Milton is the source of many, if not most, of the ideas and execution driving Nikola. If Mr. Milton were to discontinue his service to us due to death, disability or any other reason, we would be significantly disadvantaged.

Increases in costs, disruption of supply or shortage of raw materials, particularly lithium-ion battery cells, could harm our business.

        Once we begin commercial production of vehicles, we may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results. We use various raw materials including aluminum, steel, carbon fiber, non-ferrous metals (such as copper), and cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand and could adversely affect our business and operating results. For instance, we are exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include:

    the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to support the growth of the electric vehicle industry as demand for such cells increases;

    disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and

    an increase in the cost of raw materials, such as cobalt, used in lithium-ion cells.

        Any disruption is the supply of battery cells could temporarily disrupt production of the Nikola Tre BEV truck until a different supplier is fully qualified. Moreover, battery cell manufacturers may refuse to supply electric vehicle manufacturers if they determine that the vehicles are not sufficiently safe. Furthermore, fluctuations or shortages in petroleum and other economic conditions may cause us to experience significant increases in freight charges and raw material costs. Substantial increases in the prices for our raw materials would increase our operating costs and could reduce our margins if the increased costs cannot be recouped through increased electric vehicle prices. There can be no assurance that we will be able to recoup increasing costs of raw materials by increasing vehicle prices.

Manufacturing in collaboration with partners is subject to risks.

        In 2019, we partnered with Iveco, a subsidiary of CNHI, to manufacture the Nikola Tre truck at the Iveco manufacturing plant in Ulm, Germany through a joint venture with CNHI, which is expected to commence operations in the third quarter of 2020. We currently intend to begin production of the

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Nikola Tre BEV at the Iveco plant in 2021, with deliveries beginning in the same year. We expect that €40 million will be invested into the manufacturing plant to prepare it for assembly. Collaboration with third parties for the manufacturing of trucks is subject to risks with respect to operations that are outside our control. We could experience delays if our partners do not meet agreed upon timelines or experience capacity constraints. There is risk of potential disputes with partners, and we could be affected by adverse publicity related to our partners whether or not such publicity is related to their collaboration with us. Our ability to successfully build a premium brand could also be adversely affected by perceptions about the quality of our partners' products. In addition, although we are involved in each step of the supply chain and manufacturing process, because we also rely on our partners and third parties to meet our quality standards, there can be no assurance that we will successfully maintain quality standards.

        We may be unable to enter into new agreements or extend existing agreements with manufacturers on terms and conditions acceptable to us and therefore may need to contract with other third parties or significantly add to our own production capacity. There can be no assurance that in such event we would be able to engage other third parties or establish or expand our own production capacity to meet our needs on acceptable terms or at all. The expense and time required to complete any transition, and to assure that vehicles manufactured at facilities of new manufacturers comply with our quality standards and regulatory requirements, may be greater than anticipated. Any of the foregoing could adversely affect our business, results of operations, financial condition and prospects.

We are or may be subject to risks associated with strategic alliances or acquisitions.

        We have entered into, and may in the future enter into additional, strategic alliances, including joint ventures or minority equity investments with various third parties to further our business purpose. These alliances could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third party.

        When appropriate opportunities arise, we may acquire additional assets, products, technologies or businesses that are complementary to our existing business. In addition to possible stockholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt our business strategy if we fail to do so. Furthermore, acquisitions and the subsequent integration of new assets and businesses into our own require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

We are dependent on our suppliers, a significant number of which are single or limited source suppliers, and the inability of these suppliers to deliver necessary components of our vehicles at prices and volumes acceptable to us would have a material adverse effect on our business, prospects and operating results.

        While we plan to obtain components from multiple sources whenever possible, many of the components used in our vehicles will be purchased by us from a single source, especially with respect to hydrogen fuel cells and batteries. We refer to these component suppliers as our single source suppliers.

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While we believe that we may be able to establish alternate supply relationships and can obtain or engineer replacement components for our single source components, we may be unable to do so in the short term (or at all) at prices or quality levels that are favorable to us.

        A significant benefit of our joint venture with Iveco is the ability to leverage Iveco's existing assortment of parts, thereby decreasing our purchasing expenses. While this relationship gives us access to use an existing supplier base with the hopes of accelerating procurement of components at favorable prices, there is no guarantee that this will be the case. In addition, we could experience delays if our suppliers do not meet agreed upon timelines or experience capacity constraints.

The battery efficiency of electric trucks will decline over time, which may negatively influence potential customers' decisions whether to purchase our trucks.

        We anticipate the range of our BEV and FCEV vehicles to be up to 400 to 700 miles before needing to refuel, but that range will decline over time as the battery deteriorates. We currently expect a 3% to 4% decline in the battery life per year, which will decrease the range of our trucks over 5 years by approximately 20%. Other factors such as usage, time and stress patterns may also impact the battery's ability to hold a charge, which would decrease our trucks' range before needing to refuel. Such battery deterioration and the related decrease in range may negatively influence potential customer decisions.

Our trucks will make use of lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame.

        The battery packs within our trucks will make use of lithium-ion cells. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. While the battery pack is designed to contain any single cell's release of energy without spreading to neighboring cells, once our trucks are commercially available, a field or testing failure of our vehicles or other battery packs that we produce could occur, which could subject us to lawsuits, product recalls, or redesign efforts, all of which would be time consuming and expensive. Also, negative public perceptions regarding the suitability of lithium-ion cells for automotive applications or any future incident involving lithium-ion cells, such as a vehicle or other fire, even if such incident does not involve our trucks, could seriously harm our business and reputation.

        In addition, once we begin manufacturing our trucks, we will need to store a significant number of lithium-ion cells at our facility. Any mishandling of battery cells may cause disruption to the operation of our facility. While we have implemented safety procedures related to the handling of the cells, a safety issue or fire related to the cells could disrupt our operations. Such damage or injury could lead to adverse publicity and potentially a safety recall. Moreover, any failure of a competitor's electric vehicle or energy storage product may cause indirect adverse publicity for us and our products. Such adverse publicity could negatively affect Nikola's brand and harm our business, prospects, financial condition and operating results.

Any unauthorized control or manipulation of our vehicles' systems could result in loss of confidence in us and our vehicles and harm our business.

        Our trucks contain complex information technology systems and built-in data connectivity to accept and install periodic remote updates to improve or update functionality. We have designed, implemented and tested security measures intended to prevent unauthorized access to our information technology networks, our trucks and related systems. However, hackers may attempt to gain unauthorized access to modify, alter and use such networks, trucks and systems to gain control of or to change our trucks' functionality, user interface and performance characteristics, or to gain access to data stored in or generated by the truck. Future vulnerabilities could be identified and our efforts to remediate such

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vulnerabilities may not be successful. Any unauthorized access to or control of our trucks or their systems, or any loss of customer data, could result in legal claims or proceedings. In addition, regardless of their veracity, reports of unauthorized access to our trucks, systems or data, as well as other factors that may result in the perception that our trucks, systems or data are capable of being "hacked," could negatively affect Nikola's brand and harm our business, prospects, financial condition and operating results.

Interruption or failure of our information technology and communications systems could impact our ability to effectively provide our services.

        We plan to outfit our trucks with in-vehicle services and functionality that utilize data connectivity to monitor performance and timely capture opportunities for cost-saving preventative maintenance. The availability and effectiveness of our services depend on the continued operation of information technology and communications systems, which we have yet to develop. Our systems will be vulnerable to damage or interruption from, among others, fire, terrorist attacks, natural disasters, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems. Our data centers could also be subject to break-ins, sabotage and intentional acts of vandalism causing potential disruptions. Some of our systems will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any problems at our data centers could result in lengthy interruptions in our service. In addition, our trucks are highly technical and complex and may contain errors or vulnerabilities, which could result in interruptions in our business or the failure of our systems.

We are subject to substantial regulation and unfavorable changes to, or failure by us to comply with, these regulations could substantially harm our business and operating results.

        Our alternative fuel and electric trucks, and the sale of motor vehicles in general, are subject to substantial regulation under international, federal, state, and local laws. We expect to incur significant costs in complying with these regulations. Regulations related to the electric vehicle industry and alternative energy are currently evolving and we face risks associated with changes to these regulations, including but not limited to:

    increased subsidies for corn and ethanol production, which could reduce the operating cost of vehicles that use ethanol or a combination of ethanol and gasoline; and

    increased sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business models based on the internal combustion engine, which could lead them to pass regulations that could reduce the compliance costs of such established manufacturers or mitigate the effects of government efforts to promote alternative fuel vehicles.

        To the extent the laws change, our trucks may not comply with applicable international, federal, state or local laws, which would have an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected.

We are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in building our manufacturing facilities.

        Our operations, will be subject to international, federal, state, and/or local environmental laws and regulations, including laws relating to the use, handling, storage, disposal and human exposure to hazardous materials. Environmental and health and safety laws and regulations can be complex, and we expect that we will be affected by future amendments to such laws or other new environmental and health and safety laws and regulations which may require us to change our operations, potentially

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resulting in a material adverse effect on our business, prospects, financial condition, and operating results. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury and fines and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, third party damages, suspension of production or a cessation of our operations.

        Contamination at properties we will own and operate, we formerly owned or operated or to which hazardous substances were sent by us, may result in liability for us under environmental laws and regulations, including, but not limited to the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human health and for damages to natural resources. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on our financial condition or operating results. We may face unexpected delays in obtaining the required permits and approvals in connection with our planned manufacturing facilities that could require significant time and financial resources and delay our ability to operate these facilities, which would adversely impact our business prospects and operating results.

We intend to retain certain personal information about our customers and may be subject to various privacy laws.

        We intend to use our trucks' electronic systems to log information about each vehicle's use in order to aid us in vehicle diagnostics, repair and maintenance. Our customers may object to the use of this data, which may increase our vehicle maintenance costs and harm our business prospects. Possession and use of our customers' information in conducting our business may subject us to legislative and regulatory burdens in the United States and the European Union that could require notification of data breaches, restrict our use of such information and hinder our ability to acquire new customers or market to existing customers. Non-compliance or a major breach of our network security and systems could have serious negative consequences for our business and future prospects, including possible fines, penalties and damages, reduced customer demand for our vehicles, and harm to our reputation and brand.

We face risks associated with our international operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business.

        We face risks associated with our international operations, including possible unfavorable regulatory, political, tax and labor conditions, which could harm our business. We anticipate having international operations and subsidiaries in Germany, Austria, and Italy that are subject to the legal, political, regulatory and social requirements and economic conditions in these jurisdictions. Additionally, as part of our growth strategy, we intend to expand our sales, maintenance and repair services internationally. However, we have no experience to date selling and servicing our vehicles internationally and such expansion would require us to make significant expenditures, including the hiring of local employees and establishing facilities, in advance of generating any revenue. We are subject to a number of risks associated with international business activities that may increase our costs, impact our ability to sell our alternative fuel and electric trucks and require significant management attention. These risks include:

    conforming our trucks to various international regulatory requirements where our trucks are sold, or homologation;

    development and construction of our hydrogen refueling network;

    difficulty in staffing and managing foreign operations;

    difficulties attracting customers in new jurisdictions;

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    foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the United States, and foreign tax and other laws limiting our ability to repatriate funds to the United States;

    fluctuations in foreign currency exchange rates and interest rates, including risks related to any interest rate swap or other hedging activities we undertake;

    United States and foreign government trade restrictions, tariffs and price or exchange controls;

    foreign labor laws, regulations and restrictions;

    changes in diplomatic and trade relationships;

    political instability, natural disasters, war or events of terrorism; and

    the strength of international economies.

        If we fail to successfully address these risks, our business, prospects, operating results and financial condition could be materially harmed.

We face risks related to health epidemics, including the recent COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.

        We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, including the recent pandemic of respiratory illness caused by a novel coronavirus known as COVID-19. The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. The spread of COVID-19 has also created a disruption in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, and has led to a global decrease in vehicle sales in markets around the world.

        The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. For example, employees at our headquarters located in Phoenix, Arizona, are currently subject to a stay-at-home order from the state government. These measures may adversely impact our employees and operations and the operations of our customers, suppliers, vendors and business partners, and may negatively impact our sales and marketing activities, the construction schedule of our hydrogen fueling stations and our manufacturing plant in Arizona, and the production schedule of our trucks. In addition, various aspects of our business, manufacturing plant and hydrogen fueling station building process, cannot be conducted remotely. These measures by government authorities may remain in place for a significant period of time and they are likely to continue to adversely affect our manufacturing and building plans, sales and marketing activities, business and results of operations.

        The spread of COVID-19 has caused us to modify our business practices (including employee travel, recommending that all non-essential personnel work from home and cancellation or reduction of physical participation in sales activities, meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. If significant portions of our workforce are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, our operations will be impacted.

        The extent to which the COVID-19 pandemic impacts our business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted,

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including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of our customers, suppliers, vendors and business partners to perform, including third party suppliers' ability to provide components and materials used in our trucks. We may also experience an increase in the cost of raw materials used in our commercial production of trucks. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

        Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could have a material adverse effect on the demand for our trucks. Under difficult economic conditions, potential customers may seek to reduce spending by forgoing our trucks for other traditional options, and cancel reservations for our trucks. Decreased demand for our trucks, particularly in the United States and Europe, could negatively affect our business.

        There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and a pandemic, and, as a result, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of COVID-19's impact on our business, our operations, or the global economy as a whole. However, the effects could have a material impact on our results of operations, and we will continue to monitor the situation closely.

The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results.

        Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, the reduced need for such subsidies and incentives due to the perceived success of the electric vehicle or other reasons may result in the diminished competitiveness of the alternative fuel and electric vehicle industry generally or our battery electric vehicles and fuel cell electric vehicles trucks in particular. This could materially and adversely affect the growth of the alternative fuel automobile markets and our business, prospects, financial condition and operating results.

        While certain tax credits and other incentives for alternative energy production, alternative fuel and electric vehicles have been available in the past, there is no guarantee these programs will be available in the future. If current tax incentives are not available in the future, our financial position could be harmed.

We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives for which we may apply. As a result, our business and prospects may be adversely affected.

        We anticipate applying for federal and state grants, loans and tax incentives under government programs designed to stimulate the economy and support the production of alternative fuel and electric vehicles and related technologies, as well as the sale of hydrogen. For example, we intend to initially build our hydrogen fueling stations in California, in part because of the incentives that are available. We anticipate that in the future there will be new opportunities for us to apply for grants, loans and other incentives from the United States, state and foreign governments. Our ability to obtain funds or incentives from government sources is subject to the availability of funds under applicable government programs and approval of our applications to participate in such programs. The application process for these funds and other incentives will likely be highly competitive. We cannot assure you that we will be successful in obtaining any of these additional grants, loans and other incentives. If we are not

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successful in obtaining any of these additional incentives and we are unable to find alternative sources of funding to meet our planned capital needs, our business and prospects could be materially adversely affected.

We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and cause us to incur substantial costs.

        Companies, organizations or individuals, including our competitors, may own or obtain patents, trademarks or other proprietary rights that would prevent or limit our ability to make, use, develop or sell our vehicles or components, which could make it more difficult for us to operate our business. We may receive inquiries from patent or trademark owners inquiring whether we infringe their proprietary rights. Companies owning patents or other intellectual property rights relating to battery packs, electric motors, fuel cells or electronic power management systems may allege infringement of such rights. In response to a determination that we have infringed upon a third party's intellectual property rights, we may be required to do one or more of the following:

    cease development, sales, or use of vehicles that incorporate the asserted intellectual property;

    pay substantial damages;

    obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or at all; or

    redesign one or more aspects or systems of our trucks.

        A successful claim of infringement against us could materially adversely affect our business, prospects, operating results and financial condition. Any litigation or claims, whether valid or invalid, could result in substantial costs and diversion of resources.

        We also plan to license patents and other intellectual property from third parties, including suppliers and service providers, and we may face claims that our use of this in-licensed technology infringes the intellectual property rights of others. In such cases, we will seek indemnification from our licensors. However, our rights to indemnification may be unavailable or insufficient to cover our costs and losses.

Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties.

        Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage. and a decrease in our revenue which would adversely affect our business, prospects, financial condition and operating results. Our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we will rely on a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to establish and protect our rights in our technology.

        The protection of our intellectual property rights will be important to our future business opportunities. However, the measures we take to protect our intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

    any patent applications we submit may not result in the issuance of patents;

    the scope of our issued patents may not be broad enough to protect our proprietary rights;

    our issued patents may be challenged and/or invalidated by our competitors;

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    the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;

    current and future competitors may circumvent our patents; and

    our in-licensed patents may be invalidated, or the owners of these patents may breach our license arrangements.

        Patent, trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of our intellectual property in foreign jurisdictions may be difficult. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States.

Our patent applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

        We cannot be certain that we are the first inventor of the subject matter to which we have filed a particular patent application, or if we are the first party to file such a patent application. If another party has filed a patent application to the same subject matter as we have, we may not be entitled to the protection sought by the patent application. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology. In addition, our competitors may design around our issued patents, which may adversely affect our business, prospects, financial condition or operating results.

We may be subject to risks associated with autonomous driving technology.

        Our trucks will be designed with connectivity for future installation of an autonomous hardware suite and we plan to partner with a third-party software provider in the future to implement autonomous capabilities. However, we cannot guarantee that we will be able to identify a third party to provide the necessary hardware and software to enable driverless Level 4 or Level 5 autonomy in an acceptable timeframe, on terms satisfactory to us, or at all. Autonomous driving technologies are subject to risks and there have been accidents and fatalities associated with such technologies. The safety of such technologies depends in part on user interaction and users, as well as other drivers on the roadways, may not be accustomed to using or adapting to such technologies. To the extent accidents associated with our autonomous driving systems occur, we could be subject to liability, negative publicity, government scrutiny and further regulation. Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth prospects.

The evolution of the regulatory framework for autonomous vehicles is outside of our control and we cannot guarantee that our trucks will achieve the requisite level of autonomy to enable driverless systems within our projected timeframe, if ever.

        There are currently no federal U.S. regulations pertaining to the safety of self-driving vehicles; however, the National Highway Traffic and Safety Administration has established recommended guidelines. Certain states have legal restrictions on self-driving vehicles, and many other states are considering them. This patchwork increases the difficulty in legal compliance for our vehicles. In Europe, certain vehicle safety regulations apply to self-driving braking and steering systems, and certain treaties also restrict the legality of certain higher levels of self-driving vehicles. Self-driving laws and regulations are expected to continue to evolve in numerous jurisdictions in the U.S. and foreign countries and may restrict autonomous driving features that we may deploy.

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Risks Related to Ownership of New Nikola Common Stock

Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

        Upon completion of the Business Combination, Trevor R. Milton will beneficially own, directly or indirectly, approximately 35% of New Nikola outstanding common stock and our executive officers, directors and their affiliates as a group will beneficially own approximately 63% of New Nikola outstanding common stock. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the amended and restated certificate of incorporation and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

We do not expect to declare any dividends in the foreseeable future.

        After the completion of the Business Combination, we do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Risks Related to VectoIQ

        Unless the context otherwise requires, all references in this section to "we," "us," or "our" refer to VectoIQ.

There can be no assurance that the combined company's common stock will be approved for listing on Nasdaq or that the combined company will be able to comply with the continued listing standards of Nasdaq.

        In connection with the closing of the Business Combination, we intend to list the combined company's common stock and warrants on Nasdaq under the symbols "NKLA" and "NKLAW," respectively. The combined company's continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, Nasdaq delists the combined company's shares from trading on its exchange for failure to meet the listing standards, the combined company and its stockholders could face significant material adverse consequences including:

    a limited availability of market quotations for the combined company's securities;

    a determination that the combined company's common stock is a "penny stock" which will require brokers trading in the combined company's common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of the combined company's common stock;

    a limited amount of analyst coverage; and

    a decreased ability to issue additional securities or obtain additional financing in the future.

Subsequent to the consummation of the Business Combination, the combined company may be required to take write-downs or write-offs, or the combined company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the combined company's financial condition, results of operations and the price of VectoIQ Common Stock, which could cause you to lose some or all of your investment.

        Although VectoIQ has conducted due diligence on Nikola, this diligence may not surface all material issues that may be present with Nikola's business. Factors outside of Nikola's and outside of VectoiQ's control may, at any time, arise. As a result of these factors, the combined company may be

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forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in the combined company reporting losses. Even if VectoIQ's due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the combined company's liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions about the combined company or its securities. In addition, charges of this nature may cause the combined company to be unable to obtain future financing on favorable terms or at all.

If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of VectoIQ's securities or, following the Closing, the combined company's securities, may decline.

        If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of VectoIQ's securities prior to the Closing may decline. The market values of the combined company's securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus/information statement, or the date on which VectoIQ's stockholders vote on the Business Combination.

        In addition, following the Business Combination, fluctuations in the price of the combined company's securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Nikola's capital stock. Accordingly, the valuation ascribed to Nikola may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the combined company's securities develops and continues, the trading price of the combined company's securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the combined company's control. Any of the factors listed below could have a material adverse effect on your investment in the combined company's securities and the combined company's securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the combined company's securities may not recover and may experience a further decline.

        Factors affecting the trading price of the combined company's securities may include:

    actual or anticipated fluctuations in the combined company's quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

    changes in the market's expectations about the combined company's operating results;

    success of competitors;

    the combined company's operating results failing to meet the expectation of securities analysts or investors in a particular period;

    changes in financial estimates and recommendations by securities analysts concerning the combined company or the transportation industry in general;

    operating and share price performance of other companies that investors deem comparable to the combined company;

    the combined company's ability to market new and enhanced products and technologies on a timely basis;

    changes in laws and regulations affecting the combined company's business;

    the combined company's ability to meet compliance requirements;

    commencement of, or involvement in, litigation involving the combined company;

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    changes in the combined company's capital structure, such as future issuances of securities or the incurrence of additional debt;

    the volume of the combined company's shares of common stock available for public sale;

    any major change in the combined company's board of directors or management;

    sales of substantial amounts of the combined company's shares of common stock by the combined company's directors, executive officers or significant stockholders or the perception that such sales could occur; and

    general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

        Broad market and industry factors may materially harm the market price of the combined company's securities irrespective of the combined company's operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the combined company's securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the combined company could depress the combined company's share price regardless of the combined company's business, prospects, financial conditions or results of operations. A decline in the market price of the combined company's securities also could adversely affect the combined company's ability to issue additional securities and the combined company's ability to obtain additional financing in the future.

Following the consummation of the Business Combination, the combined company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

        Following the consummation of the Business Combination, the combined company will face increased legal, accounting, administrative and other costs and expenses as a public company that Nikola does not incur as a private company. The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require the combined company to carry out activities Nikola has not done previously. For example, the combined company will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), the combined company could incur additional costs rectifying those issues, and the existence of those issues could adversely affect the combined company's reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with the combined company's status as a public company may make it more difficult to attract and retain qualified persons to serve on the combined company's board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the combined company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

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The combined company's failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business.

        Nikola is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, the combined company will be required to provide management's attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Nikola as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If the combined company is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

The combined company will qualify as an "emerging growth company" within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make the combined company's securities less attractive to investors and may make it more difficult to compare the combined company's performance to the performance of other public companies.

        The combined company will qualify as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the combined company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The combined company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of VectoIQ Common Stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of VectoIQ Common Stock in the IPO. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the combined company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, the combined company may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find VectoIQ Common Stock less attractive because the combined company will rely on these exemptions, which may result in a less active trading market for the VectoIQ Common Stock and its price may be more volatile.

The unaudited pro forma financial information included herein may not be indicative of what the combined company's actual financial position or results of operations would have been.

        The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what the combined company's actual financial position

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or results of operations would have been had the Business Combination been completed on the dates indicated.

Nikola's management has limited experience in operating a public company.

        Nikola's executive officers have limited experience in the management of a publicly traded company. Nikola's management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the combined company. Nikola may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the combined company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the combined company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

VectoIQ's Founders, executive officers, directors and director nominees have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

        Unlike many other blank check companies in which the founders, executive officers, directors and director nominees agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, VectoIQ's Founders, executive officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with VectoIQ, to vote any shares of VectoIQ Common Stock held by them in favor of the Business Combination. We expect that VectoIQ's Founders, executive officers, directors and director nominees (and their permitted transferees) will own at least approximately 20% of the issued and outstanding shares of VectoIQ Common Stock at the time of any such stockholder vote. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their Founder Shares in accordance with the majority of the votes cast by the Public Stockholders.

VectoIQ may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

        VectoIQ's Founders, executive officers, directors and director nominees have agreed that VectoIQ must complete its initial business combination within 24 months from the closing of our IPO, or May 18, 2020. VectoIQ may not be able to consummate an initial business combination within such time period. VectoIQ has scheduled a vote of its stockholders for May 12, 2020 to extend this deadline to July 31, 2020. However, VectoIQ's ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

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        If VectoIQ is unable to consummate its initial business combination within the required time period, it will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the Trust Account (net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), pro rata to the Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of its affairs, as further described herein. This redemption of Public Stockholders from the Trust Account shall be effected as required by function of VectoIQ's amended and restated certificate of incorporation and prior to any voluntary winding up.

        For illustrative purposes, based on funds in the Trust Account of approximately $238.4 million on December 31, 2019, the estimated per share redemption price would have been approximately $10.36.

VectoIQ's Founders, directors, executive officers, advisors or their affiliates may elect to purchase shares from Public Stockholders, which may influence the vote on the Business Combination and reduce the public "float" of our VectoIQ Common Stock.

        VectoIQ's Founders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of VectoIQ's shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that VectoIQ's Founders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

        In addition, if such purchases are made, the public "float" of VectoIQ Common Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of VectoIQ's securities on a national securities exchange.

VecctoIQ's ability to successfully effect the Business Combination and the combined company's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Nikola, all of whom we expect to stay with the combined company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

        VectoIQ's ability to successfully effect the Business Combination and the combined company's ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of Nikola. Although we expect key personnel to remain with the combined company following the Business Combination, there can be no assurance that they will do so. It is possible that Nikola will lose some key personnel, the loss of which could negatively impact the operations and profitability of the combined company. Furthermore, following the Closing, certain of the key personnel of Nikola may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause the combined company to have to expend time and resources helping them become familiar with such requirements.

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VectoIQ's board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

        In analyzing the Business Combination, VectoIQ's board of directors conducted significant due diligence on Nikola. For a complete discussion of the factors utilized by VectoIQ's board of directors in approving the business combination, see the section entitled, "The Business Combination—VectoIQ's Board of Directors' Reasons for the Approval of the Business Combination." VectoIQ's board of directors believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Nikola's fair market value was at least 80% of our net assets (excluding any taxes payable on interest earned).

        Notwithstanding the foregoing, VectoIQ's board of directors did not obtain a fairness opinion to assist it in its determination. Accordingly, VectoIQ's board of directors may be incorrect in its assessment of the Business Combination.

Unlike many blank check companies, VectoIQ does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for VectoIQ to consummate the Business Combination even if a substantial majority of VectoIQ's stockholders do not agree.

        Since VectoIQ has no specified percentage threshold for redemption contained in its amended and restated certificate of incorporation, its structure is different in this respect from the structure used by many blank check companies. Historically, blank check companies would not be able to consummate an initial business combination if the holders of such company's public shares voted against a proposed business combination and elected to redeem more than a specified maximum percentage of the shares sold in such company's initial public offering, which percentage threshold was typically between 19.99% and 39.99%. As a result, many blank check companies were unable to complete a business combination because the amount of shares voted by their public stockholders electing redemption exceeded the maximum redemption threshold pursuant to which such company could proceed with its initial business combination. As a result, VectoIQ may be able to consummate the Business Combination even if a substantial majority of the Public Stockholders do not agree with the Business Combination and have redeemed their shares. However, in no event will VectoIQ redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon the consummation of the Business Combination. If enough Public Stockholders exercise their redemption rights such that VectoIQ cannot satisfy the net tangible asset requirement, VectoIQ would not proceed with the redemption of our Public Shares and the Business Combination, and instead may search for an alternate business combination.

Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their securities, potentially at a loss.

        Public Stockholders shall be entitled to receive funds from the Trust Account only (i) in the event of a redemption to Public Stockholders prior to any winding up in the event VectoIQ does not consummate its initial business combination or its liquidation, (ii) if they redeem their shares in connection with an initial business combination that VectoIQ consummates or, (iii) if they redeem their shares in connection with a stockholder vote to amend VectoIQ's amended and restated certificate of incorporation (A) to modify the substance or timing of VectoIQ's obligation to redeem 100% of the Public Shares if VectoIQ does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to VectoIQ's pre-business combination activity and related stockholders' rights. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the Trust Account. Accordingly, to liquidate their investment, the Public Stockholders may be forced to sell their securities, potentially at a loss.

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If a stockholder or a "group" of stockholders are deemed to hold in excess of 15% of the issued and outstanding shares of VectoIQ Common Stock, such stockholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding shares of VectoIQ Common Stock.

        VectoIQ's amended and restated certificate of incorporation provides that a public stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of more than 15% of the shares of common stock sold in the IPO without VectoIQ's prior written consent. The inability of a stockholder to redeem an aggregate of more than 15% of the shares of common stock sold in the IPO will reduce its influence over VectoIQ's ability to consummate its initial business combination and such stockholder could suffer a material loss on its investment in VectsoIQ if it sells such excess shares in open market transactions. As a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell its shares in open market transaction, potentially at a loss.

If third parties bring claims against VectoIQ, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.10 per share.

        VectoIQ's placing of funds in the Trust Account may not protect those funds from third-party claims against VectoIQ. Although VectoIQ has sought to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which it does business execute agreements with VectoIQ waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against VectoIQ's assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, VectoIQ's management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party's engagement would be significantly more beneficial to VectoIQ'sthan any alternative.

        Examples of possible instances where VectoIQ may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where VectoIQ is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if VectoIQ is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, VectoIQ will be required to provide for payment of claims of creditors that were not waived that may be brought against VectoIQ within the 10 years following redemption. Accordingly, the per share redemption amount received by Public Stockholders could be less than the $10.10 per share initially held in the Trust Account, due to claims of such creditors.

        The Sponsor has agreed that it will be liable to VectoIQ if and to the extent any claims by a third party (other than VectoIQ's independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which VectoIQ has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of

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the interest which may be withdrawn to pay VectoIQ's franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under VectoIQ's indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. VectoIQ has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor's only assets are securities of VecctoIQ and, therefore, the Sponsor may not be able to satisfy those obligations. VectoIQ has not asked the Sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for VectoIQ's initial business combination and redemptions could be reduced to less than $10.10 per public share. In such event, VectoIQ may not be able to complete its initial business combination, and its stockholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of VectoIQ's officers or directors will indemnify VectoIQ for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

VectoIQ's directors may decide not to enforce indemnification obligations against the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

        In the event that the proceeds in the Trust Account are reduced below (1) $10.10 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses) and the Sponsor asserts that it is unable to satisfy obligations or that it has no indemnification obligations related to a particular claim, VectoIQ's independent directors would determine on VectoIQ's behalf whether to take legal action against the Sponsor to enforce its indemnification obligations. While VectoIQ currently expects that its independent directors would take legal action on VectoIQ's behalf against the Sponsor to enforce its indemnification obligations to VectoIQ, it is possible that VectoIQ's independent directors in exercising their business judgment may choose not to do so in any particular instance. If VectoIQ's independent directors choose not to enforce these indemnification obligations on VectoIQ's behalf, the amount of funds in the Trust Account available for distribution to the Public Stockholders may be reduced below $10.10 per share.

VectoIQ's stockholders may be held liable for claims by third parties against VectoIQ to the extent of distributions received by them.

        VectoIQ's amended and restated certificate of incorporation provides that VectoIQ will continue in existence only until 24 months from the closing of the IPO. As promptly as reasonably possible following the redemptions VectoIQ is required to make to the Public Stockholders in such event, subject to the approval of VectoIQ's remaining stockholders and board of directors, VectoIQ would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. VectoIQ cannot assure you that it will properly assess all claims that may be potentially brought against us. As such, VectoIQ's stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of VectoIQ's stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, VectoIQ cannot assure you that third parties will not seek to recover from our stockholders' amounts owed to them by VectoIQ.

        If VectoIQ is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against VectoIQ which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by VectoIQ's stockholders. Furthermore, because VectoIQ intends to distribute the proceeds held in the Trust

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Account to the Public Stockholders promptly after expiration of the time VectoIQ has to complete an initial business combination, this may be viewed or interpreted as giving preference to the Public Stockholders over any potential creditors with respect to access to or distributions from VectoIQ's assets. Furthermore, VectoIQ's board of directors may be viewed as having breached their fiduciary duties to VectoIQ's creditors and/or may have acted in bad faith, and thereby exposing itself and VectoIQ to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. VectoIQ cannot assure you that claims will not be brought against VectoIQ for these reasons.

VectoIQ's Founders, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus/information statement.

        When considering VectoIQ's board of directors' recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, VectcoIQ's stockholders should be aware that certain of VectoIQ's Founders, executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of VectoIQ's stockholders. These interests include:

    the beneficial ownership of the Sponsor and certain of VectoIQ's board of directors and officers of an aggregate of 4,691,924 shares of VectoIQ Common Stock and 531,672 VectoIQ Warrants, which shares and warrants would become worthless if VectoIQ does not complete a business combination within the applicable time period, as VectoIQ Initial Stockholders have waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $             million and $             million, respectively, based on the closing price of VectoIQ Common Stock of $            on Nasdaq on                        , 2020, the record date for the special meeting of stockholders;

    VectoIQ's board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on VectoIQ's behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

    the anticipated continuation of Stephen J. Girsky, VectoIQ's President and Chief Executive Officer and a director, as a director of the combined company following the Closing; and

    the continued indemnification of current directors and officers of VectoIQ and the continuation of directors' and officers' liability insurance after the Business Combination.

These interests may influence VectoIQ's directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

We may amend the terms of the VectoIQ Warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then outstanding Public Warrants.

        The VectoIQ Warrants were issued in registered form under the VectoIQ Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The VectoIQ Warrant Agreement provides that the terms of the VectoIQ Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 65% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the VectoIQ Warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the VectoIQ Warrants with the consent of at least 65% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price

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of the VectoIQ Warrants, convert the VectoIQ Warrants into stock or cash, shorten the exercise period or decrease the number of warrant shares issuable upon exercise of a VectoIQ Warrant.

The combined company may redeem your unexpired VectoIQ Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your VectoIQ Warrants worthless.

        The combined company will have the ability to redeem outstanding VectoIQ Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of VectoIQ Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the combined company gives notice of redemption. If and when the VectoIQ Warrants become redeemable by the combined company, the combined company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding VectoIQ Warrants could force you (i) to exercise your VectoIQ Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your VectoIQ Warrants at the then-current market price when you might otherwise wish to hold your VectoIQ Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding VectoIQ Warrants are called for redemption, is likely to be substantially less than the market value of your VectoIQ Warrants. None of the Private Warrants will be redeemable by the combined company so long as they are held by their initial purchasers or their permitted transferees.

We will require Public Stockholders who wish to redeem their shares of VectoIQ Common Stock in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

        We will require the Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the Business Combination, or to deliver their shares to the transfer agent electronically using DTC's Deposit/Withdrawal At Custodian System ("DWAC System"), at the holder's option. In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under our bylaws, we are required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.

        Additionally, despite our compliance with the proxy rules, stockholders may not become aware of the opportunity to redeem their shares.

There is uncertainty regarding the federal income tax consequences of the redemption to the holders of VectoIQ Common Stock.

        There is some uncertainty regarding the federal income tax consequences to holders of VectoIQ Common Stock who exercise their redemption rights. The uncertainty of tax consequences relates primarily to the individual circumstances of the taxpayer and include (i) whether the redemption results in a dividend, taxable as ordinary income, or a sale, taxable as capital gain, and (ii) whether such

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capital gain is "long-term" or "short-term." Whether the redemption qualifies for sale treatment, resulting in taxation as capital gain rather than ordinary income, will depend largely on whether the holder owns (or is deemed to own) any shares of VectoIQ Common Stock following the redemption, and if so, the total number of shares of VectoIQ Common Stock held by the holder both before and after the redemption relative to all shares of VectoIQ Common Stock outstanding both before and after the redemption. The redemption generally will be treated as a sale, rather than a dividend, if the redemption (i) is "substantially disproportionate" with respect to the holder, (ii) results in a "complete termination" of the holder's interest in VectoIQ or (iii) is "not essentially equivalent to a dividend" with respect to the holder. Due to the personal and subjective nature of certain of such tests and the absence of clear guidance from the IRS, there is uncertainty as to whether a holder who elects to exercise its redemption rights will be taxed on any gain from the redemption as ordinary income or capital gain. See the section entitled "Certain U.S. Federal Income Tax Considerations of the Redemption and the Business Combination."

We may issue additional shares of common stock or preferred shares under an employee incentive plan upon or after consummation of the Business Combination, which would dilute the interest of our stockholders.

        Our amended and restated certificate of incorporation authorizes the issuance of 100,000,000 shares of common stock, and 1,000,000 shares of preferred stock, in each case, par value $0.0001 per share. We may issue a substantial number of additional shares of common stock or shares of preferred stock under an employee incentive plan upon or after consummation of the Business Combination. However, our amended and restated certificate of incorporation provides that we may not issue any additional shares of capital stock that would entitle the holders thereof to receive funds from the Trust Account or vote as a class with our Public Shares on an initial business combination. Although no such issuance will affect the per share amount available for redemption from the Trust Account, the issuance of additional common stock or preferred shares:

    may significantly dilute the equity interest of investors from the IPO, who will not have preemption rights in respect of such an issuance;

    may subordinate the rights of holders of shares of common stock if one or more classes of preferred stock are created, and such preferred shares are issued, with rights senior to those afforded to VectoIQ Common Stock;

    could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

    may adversely affect prevailing market prices for our VectoIQ Units, VectoIQ Common Stock and/or VectoIQ Warrants.

Our amended and restated certificate of incorporation provides, and our second amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

        Our amended and restated certificate of incorporation requires, and our second amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our second amended and restated certificate of incorporation. In addition, our second amended and restated certificate of incorporation and amended and restated bylaws will provide that the federal district courts of the

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United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act.

        In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v. Sciabacucchi, which found that an exclusive forum provision providing for claims under the Securities Act to be brought in federals court is facially valid under Delaware law. It is unclear whether this decision will be appealed, or what the final outcome of this case will be. We intend to enforce this provision, but we do not know whether courts in other jurisdictions will agree with this decision or enforce it.

        This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation or our second amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Because we have no current plans to pay cash dividends on VectoIQ Common Stock for the foreseeable future, you may not receive any return on investment unless you sell VectoIQ Common Stock for a price greater than that which you paid for it.

        We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of VectoIQ's board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that VectoIQ's board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in VectoIQ Common Stock unless you sell VectoIQ Common Stock for a price greater than that which you paid for it. See the section entitled "Price Range of Securities and Dividends—Dividends."

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the combined company, its business, or its market, or if they change their recommendations regarding the combined company's securities adversely, the price and trading volume of the combined company's securities could decline.

        The trading market for the combined company's securities will be influenced by the research and reports that industry or securities analysts may publish about the combined company, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on the combined company. If no securities or industry analysts commence coverage of the combined company, the combined company's share price and trading volume would likely be negatively impacted. If any of the analysts who may cover the combined company change their recommendation regarding the combined company's shares of common stock adversely, or provide more favorable relative recommendations about the combined company's competitors, the price of the combined company's shares of common stock would likely decline. If any analyst who may cover the combined company were to cease coverage of the combined company or fail to regularly publish reports on it, the combined company could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus/information statement.

        The following unaudited pro forma condensed combined financial statements of VectoIQ present the combination of the financial information of VectoIQ and Nikola adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

        The unaudited pro forma condensed combined balance sheet as of December 31, 2019 combines the historical balance sheet of VectoIQ and the historical balance sheet of Nikola on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on December 31, 2019. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 combine the historical statements of operations of VectoIQ and Nikola for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2019, the beginning of the earliest period presented:

    the merger of Nikola with and into Merger Sub, a wholly owned subsidiary of VectoIQ, with Nikola surviving the merger as a wholly-owned subsidiary of VectoIQ;

    the issuance and sale of 52,500,000 shares of VectoIQ Common Stock for a purchase price of $10.00 per share and an aggregate purchase price of $525 million in the PIPE pursuant to the Subscription Agreements;

    the issuance of an additional 2,699,784 shares of Nikola's Series D redeemable convertible preferred stock in exchange for $50.0 million in cash pursuant to the amended Series D Preferred Stock Purchase Agreement and 4,967,572 shares of Nikola's Series D redeemable convertible preferred stock in exchange for $92.0 million in-kind services provided by CNHI/Iveco under the Master Industrial Agreement (the "CNHI Services Agreement");

    the repurchase of 1,499,700 shares of Nikola's Series B redeemable convertible preferred stock at the price of $16.67 per share for an aggregate purchase price of $25.0 million pursuant to a Series B preferred stock repurchase agreement (the "Repurchase Agreement") with Nimbus Holdings LLC ("Nimbus");

    the sale and issuance of an additional 718,256 shares of Nikola's Series D reedemable convertible preferred stock for an aggregate purchase price of $13.3 million pursuance to the amended Series D Preferred Stock Purchase Agreement; and

    the redemption of 7,000,000 shares of VectoIQ Common Stock from M&M Residual, LLC at a purchase price of $10.00 per share.

        The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to events that are: (i) directly attributable to the Business Combination; (ii) factually supportable; and (iii) with respect to the statement of operations, expected to have a continuing impact on VectoIQ's results following the completion of the Business Combination. Other than related transactions that have already occurred, such as the sale and issuance of Nikola's Series D redeemable preferred stock, there are no circumstances under with the Business Combination could proceed without one or more of the related transactions also occurring.

        The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

    the accompanying notes to the unaudited pro forma condensed combined financial statements;

    the historical audited financial statements of VectoIQ as of and for the year ended December 31, 2019 and the related notes included elsewhere in this proxy statement/prospectus/information statement;

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    the historical audited consolidated financial statements of Nikola as of and for the year ended December 31, 2019 and the related notes included elsewhere in this proxy statement/prospectus/information statement; and

    other information relating to VectoIQ and Nikola contained in this proxy statement/prospectus/information statement, including the Business Combination Agreement and the description of certain terms thereof set forth under "The Business Combination."

        Pursuant to VectoIQ's existing amended and restated certificate of incorporation, Public Stockholders are being offered the opportunity to redeem, upon the closing of the Business Combination, shares of VectoIQ Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account. For illustrative purpose, based on the fair value of marketable securities held in the Trust Account as of December 31, 2019 of approximately $238.4 million, the estimated per share redemption price would have been approximately $10.36 per share.

        The unaudited pro forma condensed combined financial statements present two redemption scenarios as follows:

    Assuming No Redemption—this scenario assumes that no shares of VectoIQ Common Stock are redeemed; and

    Assuming Maximum Redemption—this scenario assumes that 23,000,000 shares of VectoIQ Common Stock are redeemed for an aggregate payment of approximately $238.4 million (based on the estimated per share redemption price of approximately $10.36 per share based on the fair value of marketable securities held in the Trust Account as of December 31, 2019 of approximately $238.4 million) from the Trust Account.

        Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, VectoIQ will be treated as the acquired company and Nikola will be treated as the acquirer for financial statement reporting purposes. Nikola has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

    Nikola's existing shareholders will have the greatest voting interest in the combined entity under the no and maximum redemption scenarios with over 77% and 82% voting interest, respectively;

    the largest minority voting shareholder of the combined entity is an existing shareholder of Nikola;

    Nikola's directors will represent eight of the nine board seats for the combined company's board of directors;

    Nikola's existing shareholders will have the ability to control decisions regarding election and removal of directors and officers of the combined entity's executive board of directors; and

    Nikola's senior management will be the senior management of the combined company.

        Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of VectoIQ following the completion of the Business Combination. The unaudited pro forma adjustments represent VectoIQ's management's estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2019

(in thousands)

 
   
   
   
   
  As of
December 31,
2019
   
   
  As of
December 31,
2019
 
 
  As of December 31, 2019    
   
  Additional
Pro Forma
Adjustments
(Assuming
Maximum
Redemption)
   
 
 
  Pro Forma
Adjustments
(Assuming
No
Redemptions)
   
  Pro Forma
Combined
(Assuming
No
Redemptions)
   
  Pro Forma
Combined
(Assuming
Maximum
Redemptions)
 
 
  VectoIQ
Acquisition
Corp
(Historical)
  Nikola
Corporation
(Historical)
   
   
 

ASSETS

                                             

Current assets:

                                             

Cash and cash equivalents

  $ 752   $ 85,688   $ 680,775   (A)   $ 767,215   $ (238,383 ) (T)   $ 528,832  

Accounts receivable, net

        770             770             770  

Prepaid in-kind services

            92,000   (B)     92,000             92,000  

Prepaid expenses and other current assets

    23     4,423             4,446             4,446  

Total current assets

    775     90,881     772,775         864,431     (238,383 )       626,048  

Cash held in Trust Account

   
10
   
   
(10

)

(E)

   
   
       
 

Investments held in Trust account

    238,373         (238,373 ) (E)                  

Restricted cash and cash equivalents

        4,144             4,144             4,144  

Long-term deposits

        13,223             13,223             13,223  

Property and equipment, net

        53,378             53,378             53,378  

Intangible assets, net

        62,513             62,513             62,513  

Goodwill

        5,238             5,238             5,238  

Other assets

        53             53             53  

Total Assets

  $ 239,158   $ 229,430   $ 534,392       $ 1,002,980   $ (238,383 )     $ 764,597  

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                             

Current liabilities:

                                             

Accounts payable

    80     4,499             4,579             4,579  

Accounts payable due to related parties

        614             614             614  

Accrued expenses and other current liabilities

        10,942     (195 ) (J)     10,747             10,747  

Accrued expenses due to related parties

        483             483             483  

Accrued liabilities

    244                 244             244  

Accrued income tax payable

    408                 408             408  

Total current liabilities

    732     16,538     (195 )       17,075             17,075  

Term note

   
   
4,100
   
       
4,100
   
       
4,100
 

Other long-term liabilities

        12,212             12,212             12,212  

Deferred tax liabilities, net

    102     1,072             1,174             1,174  

Total liabilities

    834     33,922     (195 )       34,561             34,561  

Commitments and contingencies

   
 
   
 
   
 
 

 

   
 
   
 
 

 

   
 
 

Redeemable convertible preferred stock—subject to possible redemption

        383,987     (383,987 ) (K)                  

Common shares subject to possible redemption

    233,324         (233,324 ) (L)                  

Stockholders' equity (deficit):

   
 
   
 
   
 
 

 

   
 
   
 
 

 

   
 
 

VectoIQ Common Stock

    1         35   (M)     36     (2 ) (T)     34  

Nikola Common Stock

        1     (1 ) (O)                  

Additional paid-in capital

    4,999         1,161,245   (P)     1,166,244     (238,381 ) (T)     927,863  

Retained earnings

                (R)                    

Accumulated deficit

        (188,480 )   (9,381 ) (S)     (197,861 )           (197,861 )

Total stockholders' equity (deficit)

    5,000     (188,479 )   1,151,898         968,419     (238,383 )       730,036  

Total liabilities and stockholders' equity (deficit)

  $ 239,158   $ 229,430   $ 534,392       $ 1,002,980   $ (238,383 )     $ 764,597  

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
(in thousands, except share and per share data)

 
   
   
   
   
  Year Ended
on
December 31,
2019
   
  Year Ended
on
December 31,
2019
 
 
  Year Ended on
December 31, 2019
   
   
   
 
 
   
   
  Additional
Pro Forma
Adjustments
(Assuming
Maximum
Redemption)
 
 
  Pro Forma
Adjustments
(Assuming
No
Redemptions)
   
  Pro Forma
Combined
(Assuming
No
Redemptions)
  Pro Forma
Combined
(Assuming
Maximum
Redemptions)
 
 
  VectoIQ
Acquisition
Corp
(Historical)
  Nikola
Corporation
(Historical)
   
 

Revenues

  $   $ 482   $       $ 482   $   $ 482  

Costs and expenses:

   
 
   
 
   
 
 

 

   
 
   
 
   
 
 

Cost of goods sold

        271             271         271  

Operating expenses

                                         

Research and development

        67,514             67,514         67,514  

Selling, general, and administrative

    910     20,692     (120 ) (AA)     21,482         21,482  

Total costs and expenses

    910     88,477     (120 )       89,267         89,267  

Loss from operations

    (910 )   (87,995 )   120         (88,785 )       (88,785 )

Other income (expense)

   
 
   
 
   
 
 

 

   
 
   
 
   
 
 

Investment income in Trust account

    5,033         (5,033 ) (BB)              

Interest income

        1,456             1,456         1,456  

Loss on Series A redeemdable convertible preferred stock warrant liability

        (3,339 )   3,339   (CC)              

Other income, net

        1,373             1,373         1,373  

Loss before income taxes

    4,123     (88,505 )   (1,574 )       (85,956 )       (85,956 )

Income tax expense

   
1,392
   
151
   
(331

)

(DD)

   
1,212
   
   
1,212
 

Net income (loss)

    2,731     (88,656 )   (1,243 )       (87,168 )       (87,168 )

Premium paid on repurchase of redeemable convertible preferred stock

        (16,816 )   16,816   (EE)              

Net income (loss) attributable to common stockholders

  $ 2,731   $ (105,472 ) $ 15,573       $ (87,168 ) $   $ (87,168 )

Weighted average shares outstanding of common stock

    29,640,000                     359,138,624           336,138,624  

Basic and diluted net income (loss) per share

  $ 0.09                   $ (0.24 )       $ (0.26 )

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Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1.     Basis of Presentation

        The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, VectoIQ will be treated as the "acquired" company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Nikola issuing stock for the net assets of VectoIQ, accompanied by a recapitalization.

        The net assets of VectoIQ will be stated at historical cost, with no goodwill or other intangible assets recorded.

        The unaudited pro forma condensed combined balance sheet as of December 31, 2019 gives pro forma effect to the Business Combination as if it had been consummated on December 31, 2019. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 give pro forma effect to the Business Combination as if it had been consummated on January 1, 2019.

        The unaudited pro forma condensed combined balance sheet as of December 31, 2019 has been prepared using, and should be read in conjunction with, the following:

    VectoIQ's audited balance sheet as of December 31, 2019 and the related notes included elsewhere in this proxy statement/prospectus/information statement; and

    Nikola's audited balance sheet as of December 31, 2019 and the related notes included elsewhere in this proxy statement/prospectus/information statement.

        The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 has been prepared using, and should be read in conjunction with, the following:

    VectoIQ's audited statement of operations for the year ended December 31, 2019 and the related notes included elsewhere in this proxy statement/prospectus/information statement ; and

    Nikola's audited statement of operations for the year ended December 31, 2019 and the related notes included elsewhere in this proxy statement/prospectus/information statement.

        Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

        The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination. The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that VectoIQ believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. VectoIQ believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

        The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated

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results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of VectoIQ and Nikola.

2.     Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

        The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the Business Combination, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the results of the post-combination company. VectoIQ and Nikola have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

        The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated income tax returns during the periods presented.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

        The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2019 are as follows:

    (A)
    Represents pro forma adjustments to the cash balance to reflect the following:
 
  (in thousands)
   

Proceeds from amended Series D Preferred Stock Purchase Agreement

    50,000   (B)

Repurchase of Series B preferred stock

    (25,000 ) (C)

Proceeds from additional issuance of Series D preferred stock

    13,328   (D)

Cash and investments held in Trust Account

    238,383   (E)

Payment of estimated transaction fees for Nikola

    (5,622 ) (F)

Payment of estimated transaction fees and underwriting fees for VectoIQ

    (45,119 ) (G)

Proceeds from Subscription Agreements

    525,000   (H)

Redemption of VectoIQ Common Stock from M&M Residual, LLC

    (70,000 ) (I)

Settlement of accrued expenses related to Administrative Support Agreement

    (195 ) (J)

    680,775   (A)
    (B)
    Reflects the issuance of an additional 2,699,784 shares and 4,967,572 shares of Nikola's Series D redeemable convertible preferred stock in exchange for $50.0 million in cash and $92.0 million in-kind services provided by CNHI/Iveco pursuant to the amended Series D Preferred Stock Purchase Agreement and the CNHI Services Agreement, respectively. The in-kind services include advisory services on project coordination, drawings, documentation support, engineering support, vehicle integration and product validation support expected to be provided primarily in 2020 and 2021.

    (C)
    Reflects the repurchase of 1,499,700 shares of Nikola's Series B redeemable convertible preferred stock at the price of $16.67 per share for an aggregate purchase price of $25.0 million pursuant to the Repurchase Agreement with Nimbus. Pursuant to that certain letter agreement by and between Nikola and Nimbus, dated August 3, 2018 (as amended, the "Nimbus Redemption Letter Agreement"), Nimbus received the right but not the obligation to sell back to Nikola its shares of Series B preferred stock and Series C preferred stock, with

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      any such repurchases applying first to the Series B preferred stock held by Nimbus. The number of shares to be repurchased pursuant to the Repurchase Agreement was negotiated by Nikola and Nimbus as a mechanism to compensate Nimbus for agreeing to relinquish the redemption rights granted to Nimbus under the Nimbus Redemption Letter Agreement. The parties agreed that the repurchase price constituted the price that Nimbus would otherwise be entitled to under the Nimbus Redemption Letter Agreement.

    (D)
    Reflects the sale of 718,256 shares of Nikola's Series D redeemable convertible preferred stock for an aggregate purchase price of $13.3 million.

    (E)
    Reflects the reclassification of $238.4 million of cash and investments held in the Trust Account that becomes available following the Business Combination, assuming no redemption.

    (F)
    Represents preliminary estimated transaction costs incurred by Nikola of approximately $5.6 million for advisory, banking, printing, legal, and accounting fees that are not capitalized as a part of the Business Combination. The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash of $5.6 million with a corresponding decrease in accumulated deficit. These costs are not included in the unaudited pro forma condensed combined statement of operations as they are nonrecurring.

    (G)
    Represents preliminary estimated transaction costs and underwriting costs incurred by VectoIQ of approximately $45.1 million. These costs consist of $20.0 million for fees that were capitalized and offset against proceeds of the PIPE and $25.1 million for advisory, banking, printing, legal, and accounting fees that are not capitalized as a part of the Business Combination. The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash of $45.1 million with a corresponding decrease in of $20.0 million in additional paid-in capital and $25.1 million in retained earnings. These costs are not included in the unaudited pro forma condensed combined statement of operations as they are nonrecurring.

    (H)
    Reflects the net proceeds of $525.0 million from the issuance and sale of 52,500,000 shares of VectoIQ Common Stock at $10.00 per share in a private placement pursuant to the Subscription Agreements.

    (I)
    Reflects share redemption of 7,000,000 shares of VectoIQ Common Stock from M&M Residual, LLC at a purchase price of $10.00 per share. M&M Residual, LLC is a Nevada limited liability company that is wholly owned by Trevor R. Milton, Nikola's Chief Executive Officer. The number of shares to be redeemed and the redemption price were determined and agreed upon during negotiations between the various parties to the Business Combination, including Mr. Milton and representatives of VectoIQ, Nikola and the Subscribers, and agreed upon terms are included in the Business Combination Agreement. The shares owned by M&M Residual, LLC, consisting of approximately 25.3 million shares of common stock and 14.3 million shares of preferred stock, were acquired by Mr. Milton as founder membership units or shares, prior to the Nikola's conversion from a limited liability company to a C-Corporation in July 2017, and as such, the cost basis of those shares is not readily available or easily determinable.

    (J)
    Reflects the settlement of accrued expenses pursuant to the Administrative Support Agreement with the Sponsor, which will terminate upon consummation of the merger.

    (K)
    Reflects the conversion of 82,297,742 shares of Nikola Preferred Stock into Nikola Common Stock.

    (L)
    Reflects the reclassification of $233.3 million of VectoIQ Common Stock subject to possible redemption to permanent equity, assuming no redemptions.

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    (M)
    Represents pro forma adjustments to VectoIQ Common Stock balance to reflect the following:
 
  (in thousands)
   

Issuance of VectoIQ Common Stock from Subscription Agreements

    5   (H)

Redemption of VectoIQ Common Stock from M&M Residual, LLC

    (1 ) (I)

Reclassification of VectoIQ Common Stock subject to redemption

    2   (L)

Recapitalization between Nikola Common Stock and VectoIQ Common Stock

    29   (N)

    35   (M)
    (N)
    Represents recapitalization of common shares between Nikola Common Stock and VectoIQ Common Stock.

    (O)
    Represents pro forma adjustments to Nikola Common Stock balance to reflect the following:
 
  (in thousands)
   

Conversion of Nikola Preferred Stock to Nikola Common Stock

    1   (K)

Recapitalization between Nikola Common Stock and VectoIQ Common Stock

    (2 ) (N)

    (1 ) (O)
    (P)
    Represents pro forma adjustments to additional paid-in capital balance to reflect the following:
 
  (in thousands)
   

Issuance of Series D preferred stock pursuant to amended Series D Preferred Stock Purchase Agreement

    142,000   (B)

Repurchase of Series B preferred stock

    (25,000 ) (C)

Issuance of additional Series D preferred stock

    13,328   (D)

Payment of estimated underwriting fees for the private placement

    (20,025 ) (G)

Issuance of VectoIQ common stock from Subscription Agreements

    524,995   (H)

Redemption of VectoIQ Common Stock from M&M Residual, LLC

    (69,999 ) (I)

Issuance of Nikola Common Stock from conversion of Preferred Stock to Common Stock

    383,986   (K)

Reclassification of VectoIQ Common Stock subject to redemption

    233,322   (L)

Recapitalization between Nikola Common Stock and VectoIQ Common Stock

    (27 ) (N)

Settlement of stock options pursuant to the Founder Stock Option Plan

    3,759   (Q)

Elimination of VectoIQ retained earnings after adjustments

    (25,094 ) (R)

    1,161,245   (P)
    (Q)
    Reflects the settlement of stock options pursuant to the Founder Stock Option Plan upon consummation of the Business Combination.

    (R)
    Elimination of VectoIQ's historical retained earnings after recording the transaction costs to be incurred by VectoIQ as described in note 2(G).

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    (S)
    Represents pro forma adjustments to accumulated deficit balance to reflect the following:
 
  (in thousands)
   

Payment of estimated transaction fees for Nikola

    (5,622 ) (F)

Settlement of stock options pursuant to the Founder Stock Option Plan

    (3,759 ) (Q)

    (9,381 ) (S)
    (T)
    Represents redemption of the maximum number of shares of 23,000,000 VectoIQ Common Stock for $238.4 million allocated to common stock and additional paid-in capital using par value $0.0001 per share and at a redemption price of $10.36 per share (based on the fair value of marketable securities held in the Trust Account as of December 31, 2019 of $238.4 million).

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

        The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 are as follows:

            (AA)  Represents pro forma adjustment to eliminate historical expenses related to VectoIQ's office space and general administrative services pursuant to the Administrative Support Agreement, which will terminate upon consummation of the Business Combination.

            (BB)  Represents pro forma adjustment to eliminate investment income related to the investment held in the Trust Account.

            (CC)  Reflects the elimination of the loss on Nikola's Series A redeemable convertible preferred stock warrant liability. As of December 31, 2019, all of the warrants were exercised into Nikola's Series A redeemable convertible preferred stock, which will cease to exist upon the conversion into Nikola Common Stock.

            (DD)  Reflects income tax effect of pro forma adjustments using the estimated statutory tax rate of 21%.

            (EE)  Reflects the elimination of the premium paid on repurchase of redeemable convertible preferred stock, which will cease to exist upon the conversion into common stock.

3.     Loss per Share

        Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2019. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented. When assuming maximum redemption, this calculation is adjusted to eliminate such shares for the entire periods.

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        The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption for the year ended December 31, 2019:

 
  Year ended December 31, 2019  
 
  Assuming
No
Redemption
  Assuming
Maximum
Redemption
 

Pro forma net loss (in thousands)

  $ (87,168 ) $ (87,168 )

Weighted average shares outstanding—basic and diluted

    359,138,624     336,138,624  

Net loss per share—basic and diluted(1)

  $ (0.24 ) $ (0.26 )

Weighted average shares outstanding—basic and diluted

   
 
   
 
 

VectoIQ Public Stockholders

    23,000,000      

Holders of VectoIQ Founder Shares

    6,640,000     6,640,000  

PIPE Investors

    52,500,000     52,500,000  

Current Nikola stockholders(2)(3)

    276,998,624     276,998,624  

    359,138,624     336,138,624  

(1)
For the purposes of calculating diluted earnings per share, it was assumed that all outstanding VectoIQ Warrants sold in the IPO and the private placement are exchanged for VectoIQ Common Stock. However, since this results in anti-dilution, the effect of such exchange was not included in calculation of diluted loss per share.

(2)
The pro forma shares attributable to current Nikola stockholders is calculated by applying the exchange ratio of 1.901 to the historical Nikola Common Stock and Nikola Preferred Stock that was exchanged in the Business Combination, including additional shares that were issued and repurchased subsequent to the historical financial statements of Nikola, as follows:

    historical Nikola Common Stock of 60.2 million shares as of December 31, 2019, plus

    historical Nikola Preferred Stock of 82.3 million shares as of December 31, 2019, plus

    the issuance of an additional 8.4 million shares of Series D redeemable convertible preferred stock as described in Notes 2(B) and 2(D), less

    the repurchase of 1.5 million shares of Series B redeemable preferred stock as described in Note 2(C).

    The pro forma shares attributable to current Nikola stockholders was further adjusted for the redemption of 7.0 million shares of VectoIQ Common Stock from M&M Residual, LLC as described in Note 2(I).

(3)
The pro forma basic and diluted shares of current Nikola stockholders exclude 41,103,411 unexercised employee stock options as these are not deemed a participating security and would reduce the diluted loss per share.

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THE SPECIAL MEETING OF VECTOIQ STOCKHOLDERS

The VectoIQ Special Meeting

        VectoIQ is furnishing this proxy statement/prospectus/information statement to you as part of the solicitation of proxies by its board of directors for use at the special meeting in lieu of the 2020 annual meeting of stockholders to be held on                        , 2020, and at any adjournment or postponement thereof. This proxy statement/prospectus/information statement is first being furnished to VectoIQ's stockholders on or about                        , 2020. This proxy statement/prospectus/information statement provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders.

Date, Time and Place of the Special Meeting

        The special meeting of stockholders of VectoIQ will be held at 10:00 a.m., Eastern time, on                        , 2020, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, NY 10166, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals.

        In light of the ongoing health concerns relating to the COVID-19 coronavirus pandemic and to best protect the health and welfare of the Company's stockholders and personnel, the Company urges that stockholders do not attend the special meeting in person. Stockholders are nevertheless urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope, or to direct their brokers or other agents on how to vote the shares in their accounts, as applicable.

        The special meeting is currently scheduled to be held in person as indicated above. However, we are actively monitoring the coronavirus, or COVID-19, situation and if we determine that it is not possible or advisable to hold the special meeting in person, or to hold the meeting on the time or date or at the location indicated above, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the special meeting. Any such change will be announced via press release and the filing of additional proxy materials with the SEC.

Purpose of the Special Meeting

        At the VectoIQ special meeting of stockholders, VectoIQ will ask the VectoIQ stockholders to vote in favor of the following proposals:

    The Business Combination Proposal—a proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

    The Amendments to VectoIQ's Certificate of Incorporation Proposal—a proposal to amend VectoIQ's Amended and Restated Certificate of Incorporation.

    The Election of Directors Proposal—a proposal to elect the directors comprising the board of directors of VectoIQ following the closing of the Business Combination.

    The Stock Incentive Plan Proposal—a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination.

    The Nasdaq Proposal—a proposal to issue VectoIQ Common Stock to the Nikola stockholders in the Merger pursuant to the Business Combination Agreement and to the investors in the PIPE.

    The Employee Stock Purchase Plan Proposal—a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination.

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    The Adjournment Proposal—a proposal to authorize the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based on the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal or Public Stockholders have elected to redeem an amount of Public Shares such that the minimum available cash condition to the obligation to closing of the Business Combination would not be satisfied.

Recommendation of the VectoIQ Board of Directors

        VectoIQ's board of directors believes that each of the proposals to be presented at the special meeting of stockholders is in the best interests of VectoIQ and its stockholders and unanimously recommends that its stockholders vote "FOR" each of the proposals (including each of the sub-proposals).

        When you consider the recommendation of VectoIQ's board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of VectoIQ's board of directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

    the beneficial ownership of the Sponsor and certain of VectoIQ's board of directors and officers of an aggregate of 4,691,924 shares of VectoIQ Common Stock and 531,672 VectoIQ Warrants, which shares and warrants would become worthless if VectoIQ does not complete a business combination within the applicable time period, as VectoIQ Initial Stockholders have waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $             million and $             million, respectively, based on the closing price of VectoIQ Common Stock of $            on Nasdaq on                        , 2020, the record date for the special meeting of stockholders;

    VectoIQ's board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on VectoIQ's behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

    the anticipated continuation of Stephen J. Girsky, VectoIQ's President and Chief Executive Officer and a director, as a director of New Nikola following the Closing; and

    the continued indemnification of current directors and officers of VectoIQ and the continuation of directors' and officers' liability insurance after the Business Combination.

Record Date and Voting

        You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of VectoIQ Common Stock at the close of business on                        , 2020, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of VectoIQ Common Stock that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 29,640,000 shares of VectoIQ Common Stock outstanding, of which 23,000,000 are shares of VectoIQ Common Stock and 6,640,000 are Founder Shares or Private Shares held by VectoIQ Initial Stockholders.

        The Founders have agreed to vote all of their Founder Shares and any Public Shares acquired by them in favor of the Business Combination Proposal. VectoIQ's issued and outstanding VectoIQ Warrants do not have voting rights at the special meeting of stockholders.

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Voting Your Shares

        Each share of VectoIQ Common Stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Your one or more proxy cards show the number of shares of VectoIQ Common Stock that you own.

        If you are a holder of record, there are two ways to vote your shares of VectoIQ Common Stock at the special meeting of stockholders:

    You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting(s). If you vote by proxy card, your "proxy," whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of VectoIQ Common Stock will be voted as recommended by VectoIQ's board of directors. With respect to proposals for the special meeting of stockholders, that means: "FOR" the Business Combination Proposal and "FOR" the Adjournment Proposal.

    You can attend the special meeting and vote in person. You will be given a ballot when you arrive. However, if your shares of VectoIQ Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of VectoIQ Common Stock.

Who Can Answer Your Questions About Voting Your Shares

        If you have any questions about how to vote or direct a vote in respect of your shares of VectoIQ Common Stock, you may contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers can call collect at: (203) 658-9400
Email: VTIQ.info@investor.morrowsodali.com

Quorum and Vote Required for the VectoIQ Proposals

        A quorum of VectoIQ's stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the VectoIQ Common Stock outstanding and entitled to vote at the meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

        The approval of the Business Combination Proposal and the Amendments to VectoIQ's Certificate of Incorporation Proposal require the affirmative vote (in person or by proxy) of the holders of a majority of all then outstanding shares of VectoIQ Common Stock entitled to vote thereon at the special meeting. Accordingly, a VectoIQ stockholder's failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against these proposals.

        The approval of the Stock Incentive Plan Proposal, Nasdaq Proposal, Employee Stock Purchase Plan Proposal and Adjournment Proposal require the affirmative vote (in person or by proxy) of the holders of a majority of the shares of VectoIQ Common Stock that are voted at the special meeting of stockholders. Accordingly, a VectoIQ stockholder's failure to vote by proxy or to vote in person at the

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special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these proposals.

        The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of Common Stock entitled to vote and actually cast thereon at the special meeting. Accordingly, a VectoIQ stockholder's failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Election of Directors Proposal.

Abstentions and Broker Non-Votes

        Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. VectoIQ believes the proposals presented to its stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a "broker non-vote."

        Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting of VectoIQ stockholders. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against each of the Business Combination Proposal and the Amendments to VectoIQ's Certificate of Incorporation Proposal, and will have no effect on any of the other proposals.

Revocability of Proxies

        If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to VectoIQ's secretary, at 1354 Flagler Drive, Mamaroneck, NY 10543, prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to VectoIQ's secretary at the above address.

Redemption Rights

        Pursuant to VectoIQ's amended and restated certificate of incorporation, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less taxes payable, provided that such stockholders follow the specific procedures for redemption set forth in this proxy statement/prospectus/information statement relating to the stockholder vote on the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the IPO as of two business days prior to the consummation of the Business Combination, net of any taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $238.4 million on December 31, 2019, the estimated per share redemption price would have been approximately $10.36.

        Redemption rights are not available to holders of VectoIQ Warrants in connection with the Business Combination.

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        In order to exercise your redemption rights, you must, prior to 4:30 p.m., Eastern time, on                        , 2020 (two business days before the special meeting), both:

    Submit a request in writing that VectoIQ redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, VectoIQ's transfer agent, at the following address:

    Continental Stock Transfer & Trust Company
    One State Street Plaza, 30th Floor
    New York, New York 10004
    Attention: Mark Zimkind
    E-mail: mzimkind@continentalstock.com

    Deliver your Public Shares either physically or electronically through DTC to VectoIQ's transfer agent. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is VectoIQ's understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, VectoIQ does not have any control over this process and it may take longer than one week. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

        Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with VectoIQ's consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to VectoIQ's transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that VectoIQ's transfer agent return the shares (physically or electronically). You may make such request by contacting VectoIQ's transfer agent at the phone number or address listed above.

        Each redemption of Public Shares by the Public Stockholders will decrease the amount in the Trust Account. In no event, however, will VectoIQ redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,000 upon completion of the Business Combination.

        Prior to exercising redemption rights, stockholders should verify the market price of their VectoIQ Common Stock as they may receive higher proceeds from the sale of their VectoIQ Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. VectoIQ cannot assure you that you will be able to sell your shares of VectoIQ Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in VectoIQ Common Stock when you wish to sell your shares.

        If you exercise your redemption rights, your shares of VectoIQ Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less taxes payable. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption.

        If the Business Combination Proposal is not approved and VectoIQ does not consummate an initial business combination by May 18, 2020 or obtain the approval of VectoIQ Stockholders to extend the deadline for VectoIQ to consummate an initial business combination, it will be required to dissolve and liquidate and the VectoIQ Warrants will expire worthless. VectoIQ has scheduled a vote of its stockholders for May 12, 2020 to extend this deadline to July 31, 2020.

Appraisal or Dissenters' Rights

        No appraisal or dissenters' rights are available to holders of shares of VectoIQ Common Stock or VectoIQ Warrants in connection with the Business Combination.

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Solicitation of Proxies

        VectoIQ will pay the cost of soliciting proxies for the special meeting. VectoIQ has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. VectoIQ has agreed to pay Morrow Sodali LLC a fee of $25,000. VectoIQ will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. VectoIQ also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of VectoIQ Common Stock for their expenses in forwarding soliciting materials to beneficial owners of VectoIQ Common Stock and in obtaining voting instructions from those owners. VectoIQ's directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Stock Ownership

        As of the record date, the Founders beneficially own an aggregate of approximately 15.7% of the outstanding shares of VectoIQ Common Stock. The Founders have agreed to vote all of their Founder Shares and any Public Shares acquired by them in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus/information statement, none of the Founders have acquired any shares of VectoIQ Common Stock.

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PROPOSALS TO BE CONSIDERED BY VECTOIQ'S STOCKHOLDERS
PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

THE BUSINESS COMBINATION

The Background of the Business Combination

        The terms of the Business Combination Agreement are the result of arm's-length negotiations between representatives of VectoIQ and Nikola. The following is a brief discussion of the background of these negotiations, the Business Combination Agreement and related transactions.

        VectoIQ was formed for the purpose of effecting a combination, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. While VectoIQ may pursue a business combination in any industry or geographic region, it has focused on businesses in the industrial technology, transportation and smart mobility industries. The Business Combination with Nikola is a result of an extensive search for a potential transaction utilizing the global network, automotive, investing and transaction experience of VectoIQ's management team and board of directors.

        On an ongoing basis, Nikola's management team and board of directors, together with its financial and legal advisors, have reviewed and evaluated potential strategic opportunities and alternatives with a view to enhancing stockholder value. Such opportunities and alternatives included, among other things, capital markets transactions and possible acquisitions. Nikola had raised over $210 million from select corporate investors in 2018 and in September 2019 had announced the sale of $250 million of its Series D Preferred Stock to a manufacturing partner. Nikola was continuing to evaluate capital raising alternatives and strategic alternatives when it held an introductory meeting with VectoIQ management in November 2019.

        In May 2018, VectoIQ completed its IPO of 23,000,000 VectoIQ Units (including 3,000,000 VectoIQ Units sold upon the exercise in full of the underwriters' over-allotment option), each VectoIQ Unit consisting of one share of VectoIQ Common Stock and one VectoIQ Warrant to purchase one share of VectoIQ Common Stock, generating gross proceeds of $230 million (before underwriting discounts and commissions and offering expenses). Simultaneously with the closing of the IPO (including the exercise of the underwriters' over-allotment option), VectoIQ completed a private placement of 890,000 Private Units issued to the Founders and the Anchor Investor, generating total proceeds of $8.9 million. A total of $230 million from the net proceeds from the IPO and the private placement were placed in the Trust Account.

        Except for a portion of the interest earned on the funds held in the Trust Account that may be released to us to pay taxes, none of the funds held in the Trust Account will be released until the earlier of the completion of our initial business combination and the redemption of 100% of our Public Shares if we are unable to consummate a business combination by May 18, 2020 or obtain the approval of VectoIQ stockholders to extend the deadline for us to consummate an initial business combination.

        In connection with the IPO, the Forward Purchase Investor entered into a contingent forward purchase agreement with VectoIQ, pursuant to which VectoIQ may elect (subject to the Forward Purchase Investor's right to be excused from any specific business combination as described below) to have the Forward Purchase Investor purchase up to 2,500,000 shares of VectoIQ Common Stock, plus one warrant for each forward purchase share, at a price of $10.00 per forward purchase share, for total gross proceeds of up to $25 million. While VectoIQ may elect to have the Forward Purchase Investor purchase no securities under the contingent forward purchase agreement, if VectoIQ requests that the Forward Purchase Investor purchase securities and the Forward Purchase Investor defaults on such purchase or the Forward Purchase Investor exercises its right of refusal as described below, the Forward Purchase Investor will forfeit up to all of its ownership interest in the Sponsor related to Founder Shares, and the Sponsor will have the right to redeem the Forward Purchase Investor's remaining ownership interest in the Sponsor at the original purchase price. The Forward Purchase

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Investor will have the right to be excused from its purchase obligation in connection with any specific business combination if, within five days following written notice delivered by VectoIQ of its intention to enter into a specific business combination, the Forward Purchase Investor notifies VectoIQ that it has decided not to proceed with the purchase for any reason.

        Also in connection with the IPO, the Anchor Investor, which purchased 2,500,000 Public Shares in the IPO, agreed with us that, if it does not own the number of Public Shares equal to 2,500,000 Public Shares at the time of any stockholder vote with respect to an initial business combination or the business day immediately prior to the consummation of VectoIQ's initial business combination, it will forfeit all or a portion of the Founder Shares it purchased prior to the IPO on a pro rata basis. In such a case, the Sponsor (or its designee) will have the right (but not the obligation) to repurchase all or a portion of the Private Units held by the Anchor Investor at their original purchase price.

        Prior to the consummation of the IPO, neither VectoIQ, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with VectoIQ.

        From the date of the IPO through the signing of the Business Combination Agreement with Nikola on March 2, 2020, Stephen J. Girsky, VectoIQ's President, Chief Executive Officer and Director, Steve Shindler, VectoIQ's Chief Financial Officer, Mary Chan, VectoIQ's Chief Operating Officer and Mindy Luxenberg-Grant, VectoIQ's Treasurer, along with representatives of VectoIQ's financial advisor Cowen and Company, LLC ("Cowen") reviewed self-generated ideas, contacted, and were contacted by, a number of individuals and entities with respect to hundreds of business combination opportunities. As part of this process, representatives of VectoIQ considered and evaluated over 85 potential acquisition targets in a wide variety of industry sectors and evaluated illustrative transaction structures to effect a potential business combination with 16 of such potential acquisition targets. In connection with such evaluation, representatives of VectoIQ had discussions regarding certain transaction structures with the members of management and/or the boards of directors of certain potential acquisition targets. From the date of the IPO through March 2, 2020, representatives of VectoIQ submitted non-binding letters of intent to six potential acquisition targets following evaluation of, and discussions with, each such potential acquisition target.

        Representatives of VectoIQ engaged in significant due diligence and detailed discussions directly with the senior executives and/or shareholders of each of the six potential business combination targets that received non-binding letters of intent from VectoIQ. VectoIQ did not pursue a potential transaction with the other potential acquisition targets for a variety of factors, including the ability to reach a valuation that was acceptable to both sides and mutual decisions to pursue potential alternative transactions.

        VectoIQ decided to pursue a combination with Nikola because it determined that Nikola represented a compelling opportunity based upon Nikola's technology leadership, strong and visionary management team, large addressable markets in both vehicles and energy infrastructure with a strong runway for growth into the foreseeable future. Nikola's patented technology, world-class partnerships and history of successfully winning customer pre-orders positions the company to seize this opportunity. Nikola's current fuel cell electric vehicle reservations, currently representing over $10 billion in potential orders, evidence how strongly the market is seeking Nikola's solution.

        Compared to Nikola, VectoIQ and its advisors did not consider the other alternative combination targets to be as compelling when taking into consideration their business prospects, strategy, management teams, structure, likelihood of execution and valuation considerations.

        During the week of November 18, 2019, members of the investment banking division at Cowen discussed with VectoIQ management the idea of Nikola as a potential business combination target and management of VectoIQ reviewed a Nikola corporate presentation. At this time, Cowen, which was familiar with Nikola as a result of having provided financial advisory services to the company in connection with the sale of its Series C Preferred Stock in 2018, introduced the idea of a VectoIQ and

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Nikola combination to the Nikola management team. Nikola's Chief Financial Officer, Kim J. Brady, received the information from Cowen and began to socialize the possibility with other members of Nikola's management team.

        During the week of November 25, 2019, members of the management teams from both companies met at Nikola's' headquarters in Phoenix, Arizona to enable VectoIQ's management to learn more about Nikola's current and planned business. Throughout the week the management teams also held calls to discuss scheduling for continued due diligence meetings as well as a timeline for a potential combination. During this period, VectoIQ assembled a number of industry experts to advise with respect to vehicle development, electrification, fuel cells, software, connectivity and manufacturing in connection with its due diligence efforts.

        During the week of December 2, 2019, representatives of VectoIQ and Nikola held a technical due diligence call and VectoIQ had discussions with industry experts on commercial conditions in the Class 8 Hydrogen and Electrification markets.

        During the week of December 9, 2019, Cowen, VectoIQ, Nikola and representatives of the Anchor Investor and the Forward Purchase Investor held a teleconference to discuss the Nikola financial model. Members of VectoIQ management also held calls with representatives of Cowen, the Anchor Investor, the Forward Purchase Investor and Greenberg Traurig, LLP ("Greenberg"), VectoIQ's legal counsel, to discuss formulating a non-binding letter of intent, valuation parameters and financing. VectoIQ also had discussions with industry experts related to hydrogen fueling station markets. Also during this week Nikola held its regularly scheduled board meeting where Nikola's fundraising activities to date were discussed. At this meeting Nikola's board of directors was also presented with the possibility of a merger transaction with VectoIQ and the potential deal terms were discussed. Nikola's board of directors voted in favor of pursing discussions with VectoIQ to determine if a merger transaction, concurrent PIPE investment and related public listing was a viable alternative.

        During the week of December 16, 2019, members of VectoIQ management returned to Nikola's headquarters for additional diligence and thereafter presented VectoIQ's views on valuation, cash requirements to fund the business and post-combination board of directors composition. At that meeting, VectoIQ management indicated that it would not pay a higher valuation than the valuation implied by the sale of shares of Nikola's Series D preferred stock in the private placement that Nikola was undertaking. VectoIQ management also proposed that it would seek to raise several hundred million dollars in a PIPE in connection with the potential transaction, in order to provide more certainty as to the amount of cash to be available to the combined company in the event of redemptions by Public Stockholders. Nikola management did not comment on the proposed valuation at that time, but suggested that in order to make a transaction attractive to Nikola, VectoIQ would need to raise at least $500 million in a PIPE. Representatives of VectoIQ and Nikola also held discussions regarding granting VectoIQ a period of exclusivity to further investigate a combination. VectoIQ continued its financial due diligence review of Nikola during this period.

        During the week of December 23, 2019, VectoIQ held discussions with Morgan Stanley & Co. LLC ("Morgan Stanley") regarding the feasibility of executing a pre-closing "PIPE" to support the potential transaction.

        On December 20, 2019 VectoIQ sent a non-binding letter of intent to Nikola. On December 22, 2019, Mr. Girsky had a phone conversation with Mr. Milton and Mr. Brady and received feedback on the draft letter of intent. On that call, Mr. Girsky again proposed a valuation based on the Series D preferred stock valuation of approximately $3.0 billion on a pre-money basis, agreed that it would raise at least $500 million in a PIPE as a condition to closing the transaction, and proposed that the combined company's board of directors retain two representatives of VectoIQ. In response, Mr. Milton and Mr. Brady proposed a valuation of $3.5 billion, or approximately 15% more than the Series D preferred stock valuation, and that one representative of VectoIQ remain on the combined company's board of directors. The parties tentatively agreed on a valuation of $3.0 billion (prior to accounting for

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any proceeds received as a result of the sale of Nikola's Series D preferred stock) and one board representative, and a condition to closing that VectoIQ raise at least $500 million in the PIPE, which the parties agreed would provide a reasonable amount of cash for the combined company following the closing of the potential transaction. On December 23, 2019, after discussions with Cowen, VectoIQ sent a revised letter of intent to Nikola. On the same day, Nikola management internally discussed the most recent draft of the non-binding letter of intent and provided edits back to VectoIQ for review. Such edits were accepted.

        On December 24, 2019, VectoIQ and Nikola signed the non-binding letter of intent, which included an obligation of Nikola, subject to certain exclusions, to negotiate exclusively with VectoIQ regarding a potential transaction for a period from January 13, 2020 to January 31, 2020.

        During the week of December 30, 2019, representatives of VectoIQ and its advisors held calls to discuss marketing documents, timeline and investor targeting for the PIPE. Near the end of this week, VectoIQ, Nikola and outside legal counsel for each company began discussing the wall cross procedures to allow potential interested investors to consider participation in the PIPE as part of the transaction.

        During the weeks of January 6, 2020 and January 13, 2020, VectoIQ's advisors began to confidentially contact investors. Also during this period, members of the VectoIQ management team held additional in-person discussions with Nikola management and held diligence calls with two significant corporate investors in Nikola.

        On January 17, 2020, members of management of VectoIQ and Nikola began engaging in confidential discussions with potential investors in the PIPE.

        During the week of January 27, 2020, representatives of VectoIQ and certain investors participated a two-day investor meeting with Nikola management in Phoenix, Arizona.

        During the weeks of January 27, 2020 and February 3, 2020, representatives of VectoIQ and Nikola continued confidential investor meetings, and provided a draft subscription agreement for the PIPE to certain interested investors.

        During the week of February 10, 2020, representatives of VectoIQ and Nikola and their advisors engaged in discussions regarding governance, lockup periods, investor participation in the PIPE, subscription terms and the process to exchange drafts of the Business Combination Agreement. On February 12, 2020, Greenberg provided an initial draft of the Business Combination Agreement to Pillsbury Winthrop Shaw Pittman LLP ("Pillsbury"), counsel to Nikola, the proposed terms of which Pillsbury began to review with Nikola.

        During the week of February 17, 2020, representatives of the parties held a series of update calls to discuss various agreements related to the Business Combination and the PIPE financing and remaining due diligence items. Representatives of VectoIQ and certain potential PIPE investors participated in a second investor day meeting with Nikola in Phoenix.

        During the weeks of February 17, 2020 and February 24, 2020, representatives of VectoIQ and Nikola held multiple calls to discuss the terms of the Business Combination and the provisions of the Business Combination Agreement. Among other points, these discussions included: (i) the ability for Mr. Milton, the founder of Nikola, to attain some liquidity prior to the consummation of the Business Combination and his becoming an executive officer of a publicly traded entity and being subject to lockup restrictions, including potential methods to effectuate such a liquidity event and (ii) the need for Nikola to be able to continue to raise capital through the sale of its Series D preferred stock, particularly to investors with which Nikola was already in active discussion. Pillsbury and Greenberg also exchanged updated drafts of the Business Combination Agreement and certain related documents and agreements during this period. In addition, Greenberg and certain of the potential PIPE investors exchanged revised drafts of the form of subscription agreement for the PIPE.

        On February 18, 2020, Nikola held a telephonic special meeting of its board of directors to discuss progress related to a potential merger transaction with VectoIQ, as well as an update on the investor

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commitment for the PIPE. At this meeting, Nikola's board of directors approved proceeding toward a merger transaction with VectoIQ, including the negotiation of the Business Combination Agreement and related documents.

        On February 20, 2020, VectoIQ, with representatives of Greenberg in attendance, held a telephonic meeting of its board of directors to discuss matters related to the Business Combination.

        During the week of February 24, 2020, the form of the subscription for the PIPE was finalized and representatives of Morgan Stanley and Cowen assisted in obtaining commitments from the PIPE investors. The parties also continued to discuss the terms of the Business Combination, the provisions of the Business Combination Agreement and methods to provide liquidity for Mr. Milton, including a redemption of a number of his shares following the Business Combination.

        On February 24, 2020, VectoIQ and the Forward Purchase Investor signed a letter agreement, excusing the Anchor Investor from any obligation to purchase securities pursuant to the contingent forward purchase agreement, and allowing the Anchor Investor to purchase up to $25 million shares of VectoIQ Common Stock in the PIPE.

        On February 27, 2020, VectoIQ's board of directors met again via teleconference, with all board members present. Also present were representatives of Greenberg. After considerable review and discussion, the Business Combination Agreement, the form of Subscription Agreement and related documents and agreements were unanimously approved by VectoIQ's board of directors, subject to final negotiations and modifications, and the board determined to recommend the approval of the Business Combination Agreement. The board also concluded that the fair market value of Nikola was equal to at least 80% of the funds held in the Trust Account. In making such determination, VectoIQ's board of directors considered, among other things, the implied valuation of Nikola based on the market valuation of comparable companies (as discussed below under "—VectoIQ's Board of Directors' Reasons for the Approval of the Business Combination—Attractive Market Valuation of Comparable Companies," the price paid by purchasers of Nikola's Series D preferred stock and the price to be paid by purchasers in the PIPE.

        Nikola's board of directors met via teleconference, with all board members present, on the morning of March 2, 2020 to further consider and discuss the proposed transaction with VectoIQ. Also present was a representative of Pillsbury. Following a thorough review and discussion, the Business Combination Agreement and related documents and agreements were unanimously approved by Nikola's board of directors, and the board determined to recommend the approval of the Business Combination Agreement.

        On March 2, 2020, VectoIQ's board of directors held a further meeting via teleconference, with all board members present, as well as representatives of Greenberg. VectoIQ's management and representatives of Greenberg updated the members of the board on the status of the Business Combination Agreement and related documents and agreements since the prior board vote, and the board unanimously confirmed its approval of the final versions of the Business Combination Agreement, the Subscription Agreement and related documents and agreements including the redemption of 7,000,000 shares held by M&M Residual, LLC (an entity wholly owned by Mr. Milton) at a purchase price of $10.00 per share payable in immediately available funds after the Effective Time.

        The Business Combination Agreement and related documents and agreements were executed on March 2, 2020. Prior to the market open on March 3, 2020, VectoIQ and Nikola issued a joint press release announcing the execution of the Business Combination Agreement and VectoIQ filed with the SEC a Current Report on Form 8-K announcing the execution of the Business Combination Agreement. During the morning of March 3, 2020, representatives of VectoIQ and Nikola conducted an investor conference call to announce the Business Combination. Subsequent to the execution of the Business Combination Agreement and the announcement of the Business Combination, VectoIQ engaged Deutsche Bank Securities Inc. as an additional capital markets advisor in connection with the Business Combination.

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VectoIQ's Board of Directors' Reasons for the Approval of the Business Combination

        As described under "The Background of the Business Combination" above, VectoIQ's board of directors, in evaluating the Business Combination, consulted with VectoIQ's management and financial and legal advisors. In reaching its unanimous decision to approve the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, VectoIQ's board of directors considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the combination, VectoIQ's board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. VectoIQ's board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

        This explanation of VectoIQ's reasons for the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled "Cautionary Note Regarding Forward-Looking Statements."

        In approving the combination, VectoIQ's board of directors determined not to obtain a fairness opinion. The officers and directors of VectoIQ have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with experience and sector expertise of Cowen, enabled them to make the necessary analyses and determinations regarding the Business Combination.

        VectoIQ's board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following:

    Highly Disruptive Technology.  VectoIQ's management and board of directors believe that Nikola is a market disruptor in an attractive and growing industry with over 70 patents issued or pending and strong growth prospects within the hydrogen fuel, BEV and FCEV sectors as well as adjacent markets;

    Strategic Partnerships.  VectoIQ's management and board of directors considered Nikola's strategic partnerships with industry leaders, which it believes reduce Nikola's technology and execution risk from truck and hydrogen station development to truck sales and maintenance;

    High Demand for Product.  VectoIQ's management and board of directors considered the fact that Nikola has a high volume of fuel cell electric vehicle pre-orders, currently at over $10 billion, as well as contracts with top tier customers with investment-grade credit ratings;

    Platform Supports Further Growth Initiatives.  VectoIQ's management and board of directors believe that Nikola's business model uniquely supplies both the truck and hydrogen fueling infrastructure, solving the fleets' concerns as to where to refuel with green hydrogen at competitive pricing to diesel;

    Due Diligence.  VectoIQ's management and board of directors conducted due diligence examinations of Nikola and discussions with Nikola's management and VectoIQ's financial and legal advisors concerning VectoIQ's due diligence examination of Nikola;

    Financial Condition.  VectoIQ's board of directors also considered factors such as Nikola's outlook, financial plan and debt structure, as well as valuations and trading of publicly traded companies and valuations of precedent combination and combination targets in similar and adjacent sectors (see "—Certain Nikola Projected Financial Information");

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    Attractive Market Valuation of Comparable Companies.  The public trading market valuation of comparable "future transportation" companies (consisting of NIO, Tesla and Virgin Galactic, which we refer to collectively as the "Comparable Future Transportation Companies") have expected 2020 enterprise value/revenue multiples and enterprise value/EBITDA multiples (in each case based on market data as of February 28, 2020) ranging from 3.3x to 650+x (and a median of 4.0x) and up to 29.5x, respectively. The public trading market valuation of comparable fuel cell technology companies (consisting of Ballard, Bloom Energy, Nel and Plug Power, which we refer to collectively as the "Comparable Fuel Cell Technology Companies") have expected 2020 enterprise value/revenue multiples and enterprise value/EBITDA multiples (in each case based on market data as of February 28, 2020) ranging from 1.7x to 14.7x (and a median of 9.5x) and up to 77.3x (and a median of 47.8x), respectively. The public trading market valuation of comparable commercial vehicle companies (consisting of Navistar, Paccar, Traton and Volvo which we refer to collectively as the "Comparable Commercial Vehicle Companies") have expected 2020 enterprise value/revenue multiples and enterprise value/EBITDA multiples (in each case based on market data as of February 28, 2020) ranging from 0.3x to 0.8x (and a median of 0.7x) and ranging from 3.1x to 8.4x (and a median of 6.5x), respectively. The VectoIQ board of directors believes that these multiples compare favorably to an initial market valuation of the post-Business Combination company reflected in the terms of the Business Combination corresponding to projected enterprise value/revenue multiples of 11.1x, 2.4x, 1.0x and 0.6x in 2022, 2023, 2024 and 2025, respectively, and projected enterprise value/EBITDA multiples of 15.6x and 5.0x in 2024 and 2025, respectively. While Nikola's projected performance metrics used to derive the initial market valuation multiples of the post-Business Combination company reflected in the terms of the Business Combination are based on forecast periods two to five years beyond the comparable peer metrics, the VectoIQ board of directors believes that the implied valuation discount is such that even applying conservative discount rate assumptions to arrive at a present value for the post-Business Combination company results in a favorable comparison. For example, when applying the median 2020 enterprise value/revenue multiple for the Comparable Fuel Cell Technology Companies of 9.5x to Nikola's 2024 projected revenue, the initial market valuation of the post-Business Combination company implies a 67.6% annual discount rate from December 31, 2024 to June 30, 2020. Since Nikola's business is not expected to achieve scale until 2024, the VectoIQ board of directors believes this present value methodology is the most reasonable method of comparison. Although this analysis is based on the current Nikola projections, the valuation multiples decline each year as a result of the high growth projected for Nikola's business;

    Experienced and Proven Management Team.  VectoIQ's management and board of directors believe that Nikola has a strong management team which is expected to remain with the combined company to seek to execute Nikola's strategic and growth goals;

    Other Alternatives.  VectoIQ's board of directors believes, after a thorough review of other business combination opportunities reasonably available to VectoIQ, that the proposed combination represents the best potential business combination for VectoIQ and the most attractive opportunity for VectoIQ' based upon the process utilized to evaluate and assess other potential combination targets, and VectoIQ's board of directors' belief that such process has not presented a better alternative; and

    Negotiated Transaction.  The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm's length negotiations between VectoIQ and Nikola.

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        VectoIQ's board of directors also considered a variety of uncertainties and risk and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

    Development Stage Company.  Nikola's status as a pre-revenue company, and the risk that it may not be able to execute on its business plan.

    Macroeconomic Risks.  Macroeconomic uncertainty and the effects it could have on the combined company's revenues;

    Redemption Risk.  The potential that a significant number of VectoIQ stockholders elect to redeem their shares prior to the consummation of the combination and pursuant to VectoIQ's existing charter, which would potentially make the combination more difficult or impossible to complete, and/or reduce the amount of cash available to the combined company following the Closing;

    Stockholder Vote.  The risk that VectoIQ's or Nikola's stockholders may fail to provide the respective votes necessary to effect the Business Combination;

    Closing Conditions.  The fact that the completion of the combination is conditioned on the satisfaction of certain closing conditions that are not within VectoIQ's control;

    Litigation.  The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;

    Benefits May Not Be Achieved.  The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

    No Third-Party Valuation. The risk that VectoIQ did not obtain a third-party valuation or fairness opinion in connection with the combination;

    VectoIQ Stockholders Receiving a Minority Positions.  The fact that VectoIQ stockholders will hold a minority position in the combined company;

    Interests of VectoIQ's Directors and Officers.  The interests of VectoIQ's board of directors and officers in the Business Combination (see "—Interests of VectoIQ's Directors and Officers in the Business Combination"); and

    Other Risks Factors.  Various other risk factors associated with the business of motor, as described in the section entitled "Risk Factors" appearing elsewhere in this document.

        In connection with analyzing the Business Combination, VectoIQ's management, based on its experience and judgment, selected the Comparable Future Transportation Companies, the Comparable Fuel Cell Technology Companies and the Comparable Commercial Vehicle Companies. VectoIQ's management selected these companies because they are publicly traded companies with certain operations, results, business mixes or size and scale that, for the purposes of analysis, may be considered similar to certain operations, results, business mixes or size and scale of Nikola. None of the Comparable Future Transportation Companies, the Comparable Fuel Cell Technology Companies or the Comparable Commercial Vehicle Companies is identical or directly comparable to Nikola.

        In connection with its analysis of the Business Combination, VectoIQ's management reviewed and compared, using publicly available information, certain current, projected and historical financial information for Nikola corresponding to current and historical financial information, ratios and public market multiples for the Comparable Future Transportation Companies, the Comparable Fuel Cell Technology Companies and the Comparable Commercial Vehicle Companies, as described above.

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        VectoIQ's board of directors also considered the Business Combination in light of the investment criteria set forth in VectoIQ's final prospectus for its IPO including, without limitation, that based upon VectoIQ's analyses and due diligence, Nikola has the potential to be a market leader and has substantial future growth opportunities, all of which VectoIQ's board of directors believed have a strong potential to create meaningful stockholder value following the consummation of the Business Combination.

        The above discussion of the material factors considered by VectoIQ's board of directors is not intended to be exhaustive but does set forth the principal factors considered by VectoIQ's board of directors.

Certain Nikola Projected Financial Information

        Nikola provided VectoIQ with its internally prepared forecasts for each of the years in the five-year period ending December 31, 2024. Nikola does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. However, in connection with the proposed Business Combination, management of Nikola prepared the financial projections set forth below to present key elements of the forecasts provided to VectoIQ. Nikola's forecasts were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.

        The inclusion of financial projections in this proxy statement/prospectus/information statement should not be regarded as an indication that Nikola, its board of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus/information statement, including investors or stockholders, are cautioned not to place undue reliance on this information. You are cautioned not to rely on the projections in making a decision regarding the Business Combination, as the projections may be materially different than actual results. We will not refer back to the financial projections in our future periodic reports filed under the Exchange Act.

        The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Nikola's business, all of which are difficult to predict and many of which are beyond Nikola's and VectoIQ's control. The financial projections are forward looking statements that are inherently subject significant uncertainties and contingencies, many of which are beyond Nikola's control. The various risks and uncertainties include those set forth in the "Risk Factors," "Nikola Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Cautionary Note Regarding Forward-Looking Statements" sections of this proxy statement/prospectus/information statement, respectively. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

        Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. None of Nikola's independent registered accounting firm, VectoIQ's independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included

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below, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Nonetheless, a summary of the financial projections is provided in this proxy statement/prospectus because they were made available to VectoIQ and its board of directors in connection with their review of the proposed transaction.

        EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT A SUMMARY OF THE FINANCIAL PROJECTIONS FOR NIKOLA, VECTOIQ UNDERTAKES NO OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

        The projections were prepared by, and are the responsibility of, Nikola's management. Ernst & Young LLP, Nikola's independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying prospective financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The Ernst & Young LLP report included in this proxy statement/prospectus/information statement relates to historical financial information of Nikola. It does not extend to the projections and should not be read as if it does.

        The key elements of the projections provided by management of Nikola to VectoIQ, which assume BEV truck production commencing in 2021, followed by low volume FCEV production commencing in first half of 2023, are summarized in the tables below:

Key Financial Metrics:

 
  Forecast
Year Ended December 31,
 
(in millions)
  2020P   2021P   2022P   2023P   2024P  

Total Revenue

  $   $ 150   $ 300   $ 1,414   $ 3,226  

Gross Profit

        38     58     301     719  

EBITDA(1)

    (211 )   (245 )   (175 )   (66 )   213  

Capital expenditures(2)

    (156 )   (298 )   (296 )   (369 )   (673 )

(1)
Earnings Before Interest, Taxes, Depreciation and Amortization.

(2)
Capital expenditures for hydrogen stations are expected to be funded with approximately 60% equity and 40% debt. Capital expenditures related to our manufacturing facility are expected to be funded with 80% equity and 20% debt.

Key Non-Financial Metrics:

 
  Forecast
Year Ended December 31,
 
 
  2020P   2021P   2022P   2023P   2024P  

Total BEV trucks sold or leased (units)

        600     1,200     3,500     7,000  

Total FCEV trucks sold or leased (units)

                2,000     5,000  

Hydrogen stations—Started in period

        2     13     28     57  

Hydrogen stations—Completed in period

                10     24  

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        Projected revenue is based on a variety of operational assumptions, including number of BEV trucks produced and sold, number of FCEV trucks produced and leased, average selling price per BEV truck, average rate of the FCEV truck bundled lease, number of hydrogen stations completed, and average hydrogen station utilization.

        Projected gross profit contribution is driven by expected cost of the trucks, including material, labor and manufacturing overhead, service and warranty costs, as well as the cost of hydrogen production.

        Other key assumptions impacting profitability projections include headcount and outside engineering spend.

        Annual capital expenditures primarily include costs related to our greenfield manufacturing facility and related equipment, our ongoing investment in hydrogen stations, and other working capital.

        From 2020 through 2023, we expect to incur $0.6 billion in capital spending related to the greenfield manufacturing facility and equipment. The first $0.1 billion for phase 1, will be incurred in 2020 and 2021, with the remaining $0.5 billion for phase 2 expected from 2021 to 2023.

        Through 2024 we expect to incur up to $1.0 billion in capital expenditures related to hydrogen stations. Hydrogen station construction is expected to begin in 2021. Each station is expected to take 1.5 to 2 years to complete, and the average total cost per station to be $15 to $20 million, depending on station location.

        Through 2024 we expect to incur approximately $0.2 billion for working capital purposes.

Use of SPAC Trust Account and PIPE Proceeds

        Following the completion of the Business Combination, Nikola anticipates a cash balance of approximately $670 million to $690 million on a pro forma basis to fund growth. Nikola's estimated spending in the eighteen months following the completion of the Business Combination will consist of: (i) completing the development and industrialization of the Nikola Tre BEV truck, (ii) completing the construction of the greenfield manufacturing facility, (iii) completing the construction of a pilot commercial hydrogen station and (iv) hiring of personnel, as detailed below.

        The estimated eighteen-month spending forecast for Nikola between July 2020 and December 2021 is as follows:

    $100 million to $150 million in R&D expenses (including outside engineering services and prototype vehicle builds);

    $75 million to $100 million in personnel expenses;

    $75 million to $100 million in capital expenditures related to Phase 1 of Nikola's greenfield manufacturing facility and equipment;

    $50 million to $75 million in capital expenditures to build out R&D testing and validation capabilities and construct a pilot 8-ton hydrogen station; and

    $280 million to $380 million in working capital, and Phase 2 of Nikola's greenfield manufacturing facility and equipment.

Long-Term Liquidity Requirements

        Due to the intended use of funds as described above, the capital raised in the Business Combination will not be sufficient to cover forecasted capital needs and operating expenditures from fiscal year 2022 through fiscal year 2024. Until we can generate sufficient revenue from BEV truck sales and hydrogen FCEV leases to cover operating expenses, working capital and capital expenditures,

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we expect to fund additional cash needs through a combination of equity and debt financing, including lease securitizations, as detailed below.

Equity

    Nikola will likely need to raise an additional $700 million of equity financing between late 2021 and early 2022.

Debt

    Nikola expects to issue senior unsecured notes of approximately $100 million and $400 million in 2023 and 2024, respectively, to support operations;

    Manufacturing equipment financing of roughly $85 million in 2021; and

    Hydrogen station equipment financing of approximately $130 million, $280 million and $570 million in 2022, 2023 and 2024, respectively.

Lease Securitization

    Lease securitization of FCEV trucks of approximately $200 million and $460 million for the years 2023 and 2024, respectively.

        We believe that both equity and debt financing would be available, as Nikola forecasts generating revenue in 2021. Nikola may also consider entering into a joint venture arrangement for a certain number of hydrogen stations to reduce the amount of equity required for hydrogen station financing in the projected period. If additional capital is not available when needed, on acceptable terms, we would need to curb our expansion plans and/or limit certain R&D expenditures, which would have a material adverse impact on business prospects.

        EBITDA, a non-GAAP measure, is an addition, and not a substitute for or superior to, measure of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measure derived in accordance with GAAP or as alternative to cash flows from operating activities as a measure of liquidity.

        This information should be read in conjunction with "Nikola Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as the audited financial statements of Nikola elsewhere in this proxy statement/prospectus/information statement.

Interests of VectoIQ's Directors and Officers in the Business Combination

        When you consider the recommendation of VectoIQ's board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of VectoIQ's board of directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder or warrantholder. These interests include, among other things:

    the beneficial ownership of the Sponsor and certain of VectoIQ's directors and officers of an aggregate of 4,691,924 shares of VectoIQ Common Stock and 531,672 VectoIQ Warrants, which shares and warrants would become worthless if VectoIQ does not complete a business combination within the applicable time period, as VectoIQ Initial Stockholders have waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $             million and $             million, respectively, based on the closing price of VectoIQ Common Stock of $            on Nasdaq on                        , 2020, the record date for the special meeting of stockholders;

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    VectoIQ's board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on VectoIQ's behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

    the anticipated continuation of Stephen J. Girsky, VectoIQ's President and Chief Executive Officer and a director, as a director of New Nikola following the Closing; and

    the continued indemnification of current directors and officers of VectoIQ and the continuation of directors' and officers' liability insurance after the Business Combination.

Interests of Nikola's Directors and Officers in the Business Combination

        When you consider the recommendation of Nikola's board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of Nikola's directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. Nikola's board of directors was aware of such interests during its deliberations on the merits of the Business Combination Proposal and in deciding to recommend that Nikola stockholders submit written consents in favor of the Business Combination Proposal. These interests include, among other things:

    Certain of Nikola's directors and executive officers are expected to become directors and/or executive officers of New Nikola upon the consummation of the Business Combination. Specifically, the following individuals who are currently executive officers of Nikola are expected to become executive officers of New Nikola upon the consummation of the Business Combination, serving in the offices set forth opposite their names below.
Name
  Position
Trevor R. Milton   Executive Chairman
Mark A. Russell   President, Chief Executive Officer and Director
Kim J. Brady   Chief Financial Officer
Joseph R. Pike   Chief Human Resources Officer
Britton M. Worthen   Chief Legal Officer and Secretary
    In addition, the following individuals who are currently directors of Nikola are expected to become directors of New Nikola upon the consummation of the Business Combination: Sophia Jin, Michael L. Mansuetti, Gerrit A. Marx, Trevor R. Milton, Mark A. Russell, Lonnie R. Stalsberg, DeWitt C. Thompson V and Jeffrey W. Ubben.

    Certain of Nikola's executive officers hold vested and unvested options to purchase shares of Nikola's common stock, the treatment of such equity awards in connection with the Business Combination is described in "The Business Combination Agreement—Conversion of Securities",

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      which description is incorporated by reference herein. The ownership of such awards by our executive officers, as of March 12, 2020, is set forth in the table below.

Name
  Vested Stock
Options
  Unvested Stock
Options
 

Named Executive Officers

             

Trevor R. Milton

    0     0  

Mark A. Russell

    1,051,249     3,800,671  

Kim J. Brady

    4,266,451     1,338,817  

All Other Executive Officers as a Group

   
1,284,788
   
1,586,658
 

Directors

   
 
   
 
 

Mark A. Russell

    1,051,249     3,800,671  

All Other Directors as a Group

   
0
   
0
 
    Certain of Nikola's executive officers and directors hold shares of Nikola Preferred Stock and Nikola Common Stock, the treatment of which is described in "The Business Combination Agreement," which description is incorporated herein by reference. Mark A. Russell owns 403,992 shares of Nikola Common Stock and 150,871 shares of Nikola Preferred Stock. Trevor R. Milton may be deemed to beneficially own 25,323,739 shares of Nikola Common Stock and 14,280,267 shares of Nikola Preferred Stock owned by M&M Residual, LLC, a Nevada limited liability company that is wholly owned by Mr. Milton. Trevor R. Milton may be deemed to beneficially own, and Mark A. Russell may be deemed to have an interest in, 21,699,067 shares of Nikola Common Stock and 13,387,130 shares of Nikola Preferred Stock held by T&M Residual, LLC, an Arizona limited liability company that is owned by Mr. Russell and Mr. Milton. Nikola's other executive officers, as a group, hold no shares of Nikola Common Stock or Nikola Preferred Stock.

    The following directors of Nikola have a direct or indirect ownership interest in Nikola Preferred Stock and/or Nikola Common Stock: Sophia Jin, Michael L. Mansuetti, Gerrit A. Marx, Trevor R. Milton, William Milton, Mark A. Russell, DeWitt C. Thompson V and Jeffrey W. Ubben.

    Upon the consummation of the Business Combination, New Nikola shall redeem 7,000,000 shares of VectoIQ Common Stock from M&M Residual, LLC at a purchase price of $10.00 per share, payable in immediately available funds. M&M Residual, LLC is a Nevada limited liability company that is wholly owned by Trevor R. Milton, Nikola's Chief Executive Officer.

Potential Actions to Secure Requisite Stockholder Approvals

        In connection with the stockholder vote to approve the Business Combination, the Sponsor and VectoIQ's board of directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares of VectoIQ Common Stock from stockholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. None of the Sponsor or VectoIQ's board of directors, officers, advisors or their affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase of shares may include a contractual acknowledgement that such stockholder, although still the record holder of the shares of VectoIQ Common Stock is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or VectoIQ's board of directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be

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effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to VectoIQ for use in the Business Combination.

Regulatory Approvals Required for the Business Combination

        Under the HSR Act and related rules, certain transactions, including the Business Combination, may not be completed until notifications have been given and information is furnished to the Antitrust Division of the DOJ and the FTC and all statutory waiting period requirements have been satisfied. Completion of the Business Combination is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act. On April 8, 2020, we received notice of early termination of the waiting period under the HSR Act.

        At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division of the DOJ and the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the Business Combination, to rescind the Business Combination or to conditionally permit completion of the Business Combination subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the Business Combination or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the Business Combination on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful. VectoIQ and Nikola are not aware of any other regulatory approvals in the United States required for the consummation of the Business Combination.

Accounting Treatment of the Business Combination

        The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, VectoIQ will be treated as the acquired company and Nikola will be treated as the acquirer for financial statement reporting purposes. Nikola has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

    Nikola's existing shareholders will have the greatest voting interest in the combined entity under the no and maximum redemption scenarios with over 77% and 82% voting interest, respectively;

    the largest minority voting shareholder of the combined entity is an existing shareholder of Nikola;

    Nikola's directors will represent eight of the nine board seats for the combined company's board of directors;

    Nikola's existing shareholders will have the ability to control decisions regarding election and removal of directors and officers of the combined entity's executive board of directors; and

    Nikola's senior management will be the senior management of the combined company.

        The preponderance of evidence as described above is indicative that Nikola is the accounting acquirer in the Business Combination.

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THE BUSINESS COMBINATION AGREEMENT

        The following is a summary of the material terms of the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus/information statement and is incorporated by reference into this proxy statement/prospectus/information statement. The Business Combination Agreement has been attached to this proxy statement/prospectus/information statement to provide you with information regarding its terms. It is not intended to provide any other factual information about VectoIQ, Nikola or Merger Sub. The following description does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement. You should refer to the full text of the Business Combination Agreement for details of the Business Combination and the terms and conditions of the Business Combination Agreement.

        The Business Combination Agreement contains representations and warranties that VectoIQ and Merger Sub, on the one hand, and Nikola, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Business Combination Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties in connection with signing the Business Combination Agreement. While VectoIQ and Nikola do not believe that these disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Business Combination Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about VectoIQ or Nikola, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between VectoIQ, Merger Sub and Nikola and are modified by the disclosure schedules.

General; Structure of the Business Combination

        On March 2, 2020, VectoIQ, Merger Sub and Nikola entered into the Business Combination Agreement, pursuant to which VectoIQ and Nikola will enter into the Business Combination. The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Merger and the other transactions contemplated thereby, are summarized below.

        The Merger is to become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger (such time, the "Effective Time"). The parties will hold the Closing immediately prior to such filing of a certificate of merger, on the Closing Date to be specified by VectoIQ and Nikola, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time), but in no event later than the third business day after the satisfaction or waiver, if legally permissible, of each of the conditions to the completion of the Business Combination (or on such other date, time or place as VectoIQ and Nikola may mutually agree).

Conversion of Securities

        Immediately prior to the Effective Time, Nikola will cause each share of Nikola Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be converted into an equal number of shares of Nikola Common Stock, and each converted share of Nikola Preferred Stock will

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no longer be outstanding and will cease to exist, such that each holder of Nikola Preferred Stock will thereafter cease to have any rights with respect to such securities.

        At the Effective Time, by virtue of the Merger and without any action on the part of VectoIQ, Merger Sub, Nikola or the holders of any of Nikola's securities:

    (a)
    Each share of Nikola Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the number of shares of VectoIQ Common Stock (the "Per Share Merger Consideration") equal to the exchange ratio of 1.901 (the "Exchange Ratio");

    (b)
    All shares of Nikola Common Stock and Nikola Preferred Stock held in the treasury of Nikola will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto;

    (c)
    Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation; and

    (d)
    Each Nikola Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of shares of VectoIQ Common Stock (such option, an "Exchanged Option") equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Nikola Common Stock subject to such Nikola Option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Nikola Option immediately prior to the Effective Time divided by (B) Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Nikola Option immediately prior to the Effective Time.

Closing; Extension

        The Closing will occur as promptly as practicable, but in no event later than three Business Days following the satisfaction or waiver of all of the closing conditions. If, by May 1, 2020, VectoIQ and Nikola determine that the Closing is unlikely to be consummated on or before May 18, 2020 (the "First Expiration Date"), then VectoIQ shall take all actions necessary to obtain the approval of the VectoIQ Stockholders to extend the deadline for VectoIQ to consummate its initial business combination (the "Extension") to a date after the First Expiration Date but prior to August 31, 2020 (the "Outside Date") in accordance with the VectoIQ organizational documents. VectoIQ has scheduled a vote of its stockholders for May 12, 2020 to extend this deadline to July 31, 2020. VectoIQ shall use its reasonable best efforts to obtain stockholder approval for any and all required Extensions during the term of the Business Combination Agreement.

Representations, Warranties and Covenants

        The Business Combination Agreement contains customary representations, warranties and covenants of Nikola, VectoIQ and Merger Sub relating to, among other things, their ability to enter into the Business Combination Agreement and their respective outstanding capitalization. These representations and warranties are subject to materiality, knowledge and other similar qualifications in many respects and expire at the Effective Time. These representations and warranties have been made solely for the benefit of the other parties to the Business Combination Agreement.

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        The Business Combination Agreement contains representations and warranties made by Nikola to VectoIQ and Merger Sub relating to a number of matters, including the following:

    organization and qualification to do business, subsidiaries;

    certification of incorporation and bylaws;

    capitalization;

    authority to enter into the Business Combination Agreement;

    absence of conflicts with organizational documents, applicable laws or certain other agreements;

    permits and compliance;

    financial statements;

    absence of changes or events;

    absence of litigation;

    employee benefit plans;

    labor and employment matters;

    real property and title to assets;

    intellectual property;

    taxes;

    environmental matters;

    material contracts;

    insurance;

    approval of the board and the stockholders;

    certain business practices;

    interested party transactions;

    exchange act;

    brokers; and

    exclusivity of the representations and warranties made by Nikola.

        The Business Combination Agreement contains representations and warranties made by VectoIQ and Merger Sub to Nikola relating to a number of matters, including the following:

    corporate organization;

    certification of incorporation and bylaws;

    capitalization;

    authority to enter into the Business Combination Agreement;

    absence of conflicts with organizational documents, applicable laws or certain other agreements;

    compliance;

    proper filing of documents with the SEC, financial statements and compliance with Sarbanes-Oxley Act;

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    absence of certain changes or events;

    absence of litigation;

    approval of the board and the stockholders;

    no prior operations of Merger Sub;

    brokers;

    the Trust Account;

    employees;

    taxes;

    the listing of VectoIQ Common Stock, VectoIQ Warrants and VectoIQ Units; and

    investigation and reliance.

Conduct of Business Pending the Merger

        Nikola has agreed that, prior to the Effective Time or termination of the Business Combination Agreement, it will conduct its business, and cause its subsidiaries to conduct their respective businesses, in the ordinary course of business consistent with past practice. Nikola and its subsidiaries have also agreed to use their commercially reasonable efforts to preserve substantially intact their current business organization, keep available the services of its current officers, key employees, and consultants, and preserve the existing relations with Nikola customers, suppliers, and any other significant business relations.

        In addition to the general covenants above, Nikola has agreed that prior to the Effective Time, subject to specified exceptions, it will not, and will cause its subsidiaries not to, without the written consent of VectoIQ (which may not be unreasonably conditioned, withheld or delayed):

    change or amend its certificate of incorporation, bylaws or other organizational documents;

    issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (a) any shares of any class of capital stock of Nikola or any of its subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of Nikola or any of its subsidiaries, provided that (i) the exercise or settlement of any Nikola Options or grants of Nikola Options in the ordinary course of business consistent with past practice and (ii) the sale of shares of Series D Preferred Stock to investors at a price per share of at least $19.01 shall not require the consent of VectoIQ; or (b) any material assets of the Nikola or any of its subsidiaries;

    declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;

    reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing such equity securities;

    acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof in an amount in excess of $5.0 million; or incur any indebtedness for borrowed money in excess of $5.0 million or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans

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      or advances, or intentionally grant any security interest in any of its assets, in each case, except in the ordinary course of business and consistent with past practice;

    (a) grant any increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or consultant of Nikola as of the date of this Agreement, other than increases in base compensation of employees in the ordinary course of business, (b) enter into any new, or materially amend any existing employment or severance or termination agreement with any current or former director, officer, employee or consultant, (c) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former director, officer, employee or consultant, or (d) hire or otherwise enter into any employment or consulting agreement or arrangement with any person or terminate any current or former director, officer, employee or consultant provider whose compensation would exceed, on an annualized basis, $300,000;

    other than as required by law or pursuant to all employee benefit plans disclosed to VectoIQ, grant any severance or termination pay to, any director or officer of Nikola and its subsidiaries, other than in the ordinary course of business consistent with past practice;

    adopt, amend and/or terminate any material plan except as may be required by applicable law, is necessary in order to consummate the Proposed Transactions, or health and welfare plan renewals in the ordinary course of business;

    materially amend other than reasonable and usual amendments in the ordinary course of business, with respect to accounting policies or procedures, other than as required by GAAP;

    make any material tax election, amend a material tax return or settle or compromise any material United States federal, state, local or non-United States income tax liability;

    materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of any material contract or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of Nikola and its subsidiaries material rights thereunder, in each case in a manner that is adverse to the Nikola and its subsidiaries, taken as a whole, except in the ordinary course of business;

    intentionally permit any material item of Nikola intellectual property to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in each and every material item of Nikola intellectual property; or

    enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

        VectoIQ has agreed that, prior to the Effective Time or termination of the Business Combination Agreement, it will conduct its business, and cause its subsidiaries to conduct their respective businesses, in the ordinary course of business consistent with past practice. In addition, VectoIQ has agreed that prior to the Effective Time, subject to specified exceptions, it will not, and will cause its subsidiaries not to, without the written consent of Nikola (which may not be unreasonably withheld, conditioned or delayed):

    change, modify or amend the organizational documents or the organizational documents of Merger Sub, or form any subsidiary of VectoIQ other than the Merger Sub;

    declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the trust fund that are required pursuant to the VectoIQ organizational documents;

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    reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire, directly or indirectly, any of the VectoIQ Common Stock or VectoIQ Warrants except for redemptions from the trust fund that are required pursuant to the VectoIQ organizational documents;

    issue, sell, pledge, dispose of, grant, encumber or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (a) any shares of any class of capital stock or other securities of VectoIQ or Merger Sub, or (b) any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of VectoIQ or Merger Sub;

    acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership or other business organization or enter into any strategic joint ventures, partnerships or alliances with any other person;

    incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of VectoIQ, as applicable, enter into any "keep well" or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice;

    make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable law made subsequent to the date hereof, as agreed to by its independent accountants;

    make any material tax election or settle or compromise any material United States federal, state, local or non-United States income tax liability, except in the ordinary course consistent with past practice;

    liquidate, dissolve, reorganize or otherwise wind up the business and operations of VectoIQ or Merger Sub;

    amend the Trust Agreement or any other agreement related to the Trust Account; or

    enter into any formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

Additional Agreements

Proxy Statement; Registration Statement

        As promptly as practicable after the execution of the Business Combination Agreement and receipt of the PCAOB Audited Financials, VectoIQ and Nikola agreed to prepare and file with the SEC this proxy statement/prospectus/information statement to be sent to the stockholders of VectoIQ and to the stockholders of Nikola as an information statements relating (a) with respect to Nikola's stockholders, the action to be taken by certain stockholders of Nikola pursuant to the Written Consent and (b) with respect to VectoIQ's stockholders, the special meeting of VectoIQ's stockholders to be held to consider approval and adoption of the VectoIQ Proposals.

VectoIQ Stockholders' Meetings; Merger Sub Stockholder's Approval; Nikola's Stockholder's Written Consent

        VectoIQ has agreed to call and hold the special meeting as promptly as practicable after the date on which this Registration Statement becomes effective (no later than 30 days after the date on which this proxy statement/prospectus/information statement is mailed to the stockholders of VectoIQ). VectoIQ has agreed, through the VectoIQ board of directors, to recommend to its stockholders that they approve the VectoIQ Proposals contained in this proxy statement/prospectus/information statement

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and shall include the recommendation of the VectoIQ board of directors in this proxy statement/prospectus/information statement.

        Nikola has agreed to solicit the Written Consent. Nikola has agreed to solicit the Written Consent as soon as promptly as practicable after this proxy statement/prospectus/information statement becomes effective and in any case, no more than 24 hours after it becomes effective. Nikola has agreed to solicit the consent of its stockholders even if there has been an Adverse Recommendation Change (as defined below), unless VectoIQ has already terminated the Business Combination Agreement.

No Solicitation; Change in Recommendation

        Under the terms of the Business Combination Agreement, Nikola has agreed on behalf of itself and its subsidiaries not to (a) initiate, solicit, facilitate or encourage (including by way of furnishing non-public information), whether publicly or otherwise, any inquiries with respect to, or the making of, any Acquisition Proposal (as defined below), (b) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to an Acquisition Proposal, (c) enter into, engage in and maintain discussions or negotiations with respect to any Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Acquisition Proposal) or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations, (d) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Nikola or any of its Subsidiaries, (e) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (f) approve, endorse, recommend, execute or enter into a Nikola Acquisition Agreement, or (g) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its representatives to take any such action.

        Nikola also agreed that immediately following the execution of the Business Combination Agreement it shall use its reasonable best efforts to cause its representatives to cease any solicitations, discussions or negotiations with any person or entity conducted prior to the Business Combination Agreement in connection with an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal.

        Nikola also agreed that it will promptly request each person that has prior to the date of the Business Combination Agreement executed a confidentiality agreement in connection with its consideration of acquiring Nikola to return or destroy all confidential information furnished to such person by or on behalf of it or any of its subsidiaries prior to the date of the merger agreement.

        Nikola has agreed to promptly (and in any event within 24 hours) notify, VectoIQ of the receipt of any Acquisition Proposal received after the date of the Business Combination Agreement, which notice shall identify the third party making such Acquisition Proposal include a summary of the material terms and conditions of any material developments, discussions or negotiations relating to such Acquisition Proposal as well as any modifications to such Acquisition Proposal.

        Notwithstanding the restrictions set forth above, the Business Combination Agreement provides that, the Nikola board of directors may participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Acquisition Proposal that the Nikola board of directors reasonably believes, in good faith, after consultation with outside legal counsel, constitutes or would reasonably be expected to result in a Superior Proposal (as defined below), and thereafter furnish to such third party non-public information related to Nikola pursuant to a confidentiality agreement.

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        Except as set forth below, the Nikola board of directors has agreed to (a)(i) fail to make, change, withdraw, withhold, amend, modify or qualify, or publicly propose to make, change, withdraw, withhold, amend, modify or qualify, in a manner adverse to VectoIQ or Merger Sub, the Nikola board of directors recommendation, or (ii) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend to the stockholders of Nikola any Acquisition Proposal or Superior Proposal, (b) make any public statement inconsistent with the Nikola board of directors recommendation, (c) resolve or agree to take any of the foregoing actions (any of the foregoing, a "Adverse Recommendation Change"), or (d) authorize, cause or permit Nikola or any of its subsidiaries or any of their respective representatives to enter into any Nikola Acquisition Agreement. Notwithstanding the foregoing, prior to the receipt of the Written Consent, but not after, the Nikola board of directors may make an Adverse Recommendation Change or cause Nikola to terminate the Business Combination Agreement to enter into a Nikola Acquisition Agreement, only if the Nikola board of directors has reasonably determined in good faith, after consultation with its outside financial advisor and legal counsel, that (A) the failure to take such action would reasonably be expected to be inconsistent with the Nikola board of directors' fiduciary duties under applicable law, and (B) that such Acquisition Proposal constitutes a Superior Proposal. Prior to taking such action, (1) Nikola promptly notifies VectoIQ, in writing, at least three Business Days (the "Nikola Notice Period") before making an Adverse Recommendation Change or entering into (or causing a subsidiary to enter into) a Nikola Acquisition Agreement, of its intention to take such action with respect to a Superior Proposal, which notice shall (x) state expressly that Nikola has received an Acquisition Proposal that the Nikola board of directors intends to declare a Superior Proposal and that the Nikola board of directors intends to make an Adverse Recommendation Change and/or Nikola intends to enter into a Nikola Acquisition Agreement, and (y) include a copy of the most current version of the proposed agreement relating to such Superior Proposal (which version shall be updated on a prompt basis, but in each case redacted as necessary to exclude the identity of the third party making such Superior Proposal), and a description of any financing commitments relating thereto; (2) Nikola shall, and shall cause its subsidiaries to, and their respective representatives to, during the Nikola Notice Period, negotiate with VectoIQ in good faith in respect of adjustments in the terms and conditions of the Business Combination Agreement such that such Acquisition Proposal would cease to constitute a Superior Proposal, if VectoIQ, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Nikola Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Nikola Notice Period shall be extended, if applicable, to ensure that at least two business days remains in the Nikola Notice Period subsequent to the time Nikola notifies VectoIQ of any such material revision (it being understood that there may be multiple extensions)); and (3) following the end of such Nikola Notice Period (as extended pursuant to the preceding clause (2)) the Nikola board of directors determines in good faith, after consulting with outside financial advisor and legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal after taking into account any adjustments made by VectoIQ during the Nikola Notice Period in the terms and conditions of the Business Combination Agreement.

        Notwithstanding the restrictions set forth above, if, at any time prior to obtaining the Written Consent, the Nikola board of directors determines in good faith, in response to an intervening event, after consultation with its outside legal counsel, that the failure to make an Adverse Recommendation Change would be inconsistent with its fiduciary duties under applicable law, the Nikola board of directors may, prior to obtaining the Written Consent, make an Adverse Recommendation Change.

        As used in the Business Combination Agreement:

    "Acquisition Proposal" means any proposal or offer from any person or group of persons (other than VectoIQ, Merger Sub or their respective affiliates) relating to, in a single transaction or a series of related transactions, any direct or indirect acquisition or purchase of a business that constitutes 10% or more of the assets of Nikola and its subsidiaries, taken as a whole, or 10% or

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      more of the total voting power of the equity securities of Nikola, whether by way of merger, asset purchase, equity purchase or otherwise;

    "Superior Proposal" means a bona fide, written Acquisition Proposal, not solicited, received, initiated or facilitated in violation of non-solicitation provisions of the Business Combination Agreement, involving (a) assets that generate more than 50% of the consolidated total revenues of Nikola and its subsidiaries, taken as a whole, (b) assets that constitute more than 50% of the consolidated total assets of Nikola and its subsidiaries, taken as a whole, or (c) more than 50% of the total voting power of the equity securities of Nikola, in each case, that Nikola's board of directors (after consultation with outside legal counsel) reasonably determines, in good faith, would, if consummated, result in a transaction that is more favorable to Nikola than the transactions contemplated by the Business Combination Agreement after taking into account all such factors and matters deemed relevant in good faith by the Nikola board of directors, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and the transactions contemplated thereby and after taking into account any changes to the terms of Business Combination Agreement irrevocably offered in writing by VectoIQ in response to such Superior Proposal pursuant to the terms of the Business Combination Agreement.

    "intervening event" means an event, fact, development, circumstance or occurrence (but specifically excluding any Acquisition Proposal or Superior Proposal) that materially affects the business, assets, operations or prospects of the Nikola and its subsidiaries, taken as a whole, and that was not known and was not reasonably foreseeable to Nikola or the Nikola board of directors as of the date of the Business Combination Agreement (or the consequences of which were not reasonably foreseeable to the Nikola board of directors as of the date of the Business Combination Agreement), and that becomes known to Nikola or the Nikola board of directors after the date of the Business Combination Agreement.

Exclusivity

        VectoIQ has agreed that until the Effective Time, to the extent not inconsistent with the fiduciary duties of the VectoIQ board, VectoIQ shall not take nor shall it permit any of its affiliates or representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than Nikola, its stockholders and/or any of their affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction (a "Business Combination Proposal") other than with Nikola, its stockholders and their respective affiliates and representatives. VectoIQ has agreed to and cause its affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to the date of the Business Combination Agreement with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Stock Exchange Listing

        VectoIQ will use its reasonable best efforts to cause the shares of VectoIQ Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq at Closing. Until the Closing, VectoIQ shall use its reasonable best efforts to keep the VectoIQ Common Stock and VectoIQ Warrants listed for trading on Nasdaq.

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Redemption

        Nikola has agreed that immediately following, and subject to the Effective Time, the Surviving Corporation shall redeem 7,000,000 shares of the Surviving Corporation's common stock from M&M Residual, LLC at a purchase price of $10.00 per share, payable in immediately available funds. M&M Residual, LLC is a Nevada limited liability company that is wholly owned by Trevor R. Milton, Nikola's Chief Executive Officer.

Other Covenants and Agreements

        The Business Combination Agreement contains other covenants and agreements, including covenants related to:

    Nikola and VectoIQ providing access to books and records and furnishing relevant information to the other party, subject to certain limitations and confidentiality provisions;

    Certain employee benefit matters including the establishment of an equity incentive award plan to be effective after the Closing;

    Director and officer indemnification;

    Prompt notification of certain matters;

    Nikola and VectoIQ using best efforts to consummate the Business Combination;

    Public announcement relating the Business Combination;

    Agreement relating to the intended tax treatment of the Business Combination;

    Cooperation regarding any filings required under the HSR Act;

    The delivery by Nikola of audited financial statements prior to April 1, 2020; and

    VectoIQ making disbursements from the Trust Account.

Conditions to Closing

Mutual

        The obligations Nikola, VectoIQ and Merger Sub to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

    (a)
    The Written Consent shall have been delivered to VectoIQ;

    (b)
    The VectoIQ Proposals (as defined elsewhere in this proxy statement/prospectus/information statement) shall have been approved and adopted by the requisite affirmative vote of the VectoIQ stockholders in accordance with the proxy statement/prospectus/information statement, the DGCL, the VectoIQ organizational documents and the rules and regulations of Nasdaq;

    (c)
    No governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination;

    (d)
    All required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act shall have expired or been terminated (we received notice of early termination of the waiting period under the HSR Act on April 8, 2020), and any pre-Closing approvals or clearances reasonably required thereunder shall have been obtained;

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    (e)
    All consents, approvals and authorizations set forth in the Business Combination Agreement shall have been obtained from and made with all governmental authorities;

    (f)
    The Registration Statement shall have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated or be threatened by the SEC; and

    (g)
    The shares of VectoIQ Common Stock shall be listed on Nasdaq as of the Closing Date.

VectoIQ and Merger Sub

        The obligations of VectoIQ and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver (where legally permissible) at or prior to the Closing of the following additional conditions:

    (a)
    The representations and warranties of Nikola contained in the sections titled (i) Organization and Qualification; Subsidiaries, (ii) Capitalization, (iii) Authority Relative to the Business Combination Agreement and (iv) Brokers in the Business Combination Agreement shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect," each as defined in the Business Combination Agreement, or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. All other representations and warranties of Nikola contained in the Business Combination Agreement shall be true and correct (without giving any effect to any limitation as to "materiality" or "Company Material Adverse Effect" or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (A) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and (B) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Company Material Adverse Effect;

    (b)
    Nikola shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Effective Time;

    (c)
    Nikola shall have delivered to VectoIQ a customary officer's certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;

    (d)
    No Company Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing Date;

    (e)
    Other than those persons identified as continuing directors in the Business Combination Agreement, all members of the Nikola board of directors, as required pursuant to the Business Combination Agreement, shall have executed written resignations effective as of the Effective Time;

    (f)
    All parties to the Registration Rights and Lock-Up Agreement (other than VectoIQ) shall have delivered, or cause to be delivered, to VectoIQ copies of the Registration Rights and Lock-Up Agreement duly executed by all such parties;

    (g)
    On or prior to the Closing, Nikola shall have delivered to VectoIQ a properly executed certification that shares of Nikola Common Stock are not "U.S. real property interests" in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together

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      with a notice to the IRS (which will be filed by VectoIQ with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations;

    (h)
    Nikola shall have delivered to VectoIQ the PCAOB Audited Financials;

    (i)
    Nikola shall have at least $60.0 million in cash; and

    (j)
    Nikola shall have indebtedness for borrowed money of no more than $4.1 million.

The Company

        The obligations of Nikola to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to Closing of the following additional conditions:

    (a)
    The representations and warranties of VectoIQ and Merger Sub contained in the sections titled (i) Corporate Organization (ii) Capitalization, (iii) Authority Relative to the Business Combination Agreement and (iv) Brokers in the Business Combination Agreement shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to "materiality" or "VectoIQ Material Adverse Effect" or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. All other representations and warranties of VectoIQ and Merger Sub contained in the Business Combination Agreement shall be true and correct (without giving any effect to any limitation as to "materiality" or "VectoIQ Material Adverse Effect," each as defined in the Business Combination Agreement, or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (A) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and (B) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a VectoIQ Material Adverse Effect;

    (b)
    VectoIQ and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Effective Time;

    (c)
    VectoIQ shall have delivered to Nikola a customary officer's certificate (signed by the President of VectoIQ), dated the date of the Closing, certifying as to the satisfaction of certain conditions;

    (d)
    No VectoIQ Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing Date;

    (e)
    A supplemental listing shall have been filed with the Nasdaq Capital Market as of the Closing Date to list the shares constituting the aggregate Per Share Merger Consideration;

    (f)
    VectoIQ shall have delivered a copy of the Registration Rights and Lock-Up Agreement duly executed by VectoIQ; and

    (g)
    The sale and issuance by VectoIQ of VectoIQ Common Stock or other securities of VectoIQ in connection with the PIPE shall have resulted in gross proceeds of not less than $500 million.

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Termination

        The Business Combination Agreement may be terminated and the Business Combination may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of the Business Combination Agreement and the Business Combination by the Nikola Stockholders or VectoIQ Stockholders, respectively, as follows:

    (a)
    By mutual written consent of VectoIQ and Nikola;

    (b)
    By VectoIQ or Nikola, if (i) the Effective Time will not have occurred prior to the Outside Date; provided, however, that the Business Combination Agreement may not be terminated by any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the principal cause of the failure of a the conditions to the Merger on or prior to the Outside Date; or (ii) any governmental authority in the United States has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination and the Merger; or (iii) any of the VectoIQ Proposals fail to receive the requisite vote for approval at the special meeting;

    (c)
    By Nikola if (i) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of VectoIQ and Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of VectoIQ and Merger Sub will have become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading "Conditions to Closing; The Company" would not be satisfied (a "Terminating VectoIQ Breach"); provided that Nikola has not waived such Terminating VectoIQ Breach and Nikola is not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided, however, that, if such Terminating VectoIQ Breach is curable by VectoIQ and Merger Sub, Nikola may not terminate the Business Combination Agreement under this section for so long as VectoIQ and Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within thirty days after notice of such breach is provided by Nikola to VectoIQ; or (ii) at any time prior to receipt of the Written Consent, in connection with entering into a Nikola Acquisition Agreement with respect to a Superior Proposal in accordance with Section 7.05(d) of the Business Combination Agreement; provided, that prior to or concurrently with such termination the Nikola pays the Termination Fee (as defined in the Business Combination Agreement and below);

    (d)
    By VectoIQ if (i) the Nikola board of directors or a committee thereof, prior to obtaining the Written Consent has made an Adverse Recommendation Change, or (ii) Nikola has failed to deliver the Written Consent to VectoIQ within 24 hours after the Registration Statement becomes effective; or (iii) there is a Terminating Company Breach; provided that VectoIQ has not waived such Terminating Company Breach and VectoIQ and Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such Terminating Company Breach is curable by Nikola, VectoIQ may not terminate the Business Combination Agreement under this provision for so long as Nikola continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within thirty days after notice of such breach is provided by VectoIQ to Nikola; or (iv) the PCAOB Audited Financials will not have been delivered to VectoIQ by Nikola on or before April 1, 2020.

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Effect of Termination

        If the Business Combination Agreement is terminated, the agreement will forthwith become void, and there will be no liability under the Business Combination Agreement on the part of any party to the Business Combination Agreement, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party thereto.

Termination Fee

        Nikola will pay a termination fee in the amount of $82.0 million (the "Termination Fee"), in the event that:

    (a)
    (i) the Business Combination Agreement is terminated (A) by Nikola or VectoIQ, if the Effective Time did not occur prior to the Outside Date, (B) by VectoIQ, if Nikola failed to deliver the Written Consent to VectoIQ within 24 hours after the Registration Statement became effective or (C) pursuant to a Terminating Company Breach, (ii) a bona fide Acquisition Proposal (as defined in the Business Combination Agreement) has been made, proposed or otherwise communicated to Nikola after the date of the Business Combination Agreement but before the date of termination, and (iii) within six months of the date the Business Combination Agreement is terminated, Nikola enters into a definitive agreement with respect to such Acquisition Proposal; or

    (b)
    the Business Combination Agreement is terminated (x) by VectoIQ if the Nikola board of directors or a committee thereof, prior to obtaining the Written Consent, shall have made an Adverse Recommendation Changes; or (y) by Nikola, if at any time prior to receiving the Written Consent, Nikola enters into a Nikola Acquisition Agreement with respect to a Superior Proposal.

Recommendation of the Board

VECTOIQ'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

        This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the transactions contemplated by the Business Combination Agreement, which are referred to as the "Related Agreements," but does not purport to describe all of the terms thereof. The descriptions below are qualified by reference to the actual text of these agreements. You are encouraged to read the Related Agreements in their entirety.

Stockholder Support Agreement

        Contemporaneously with the execution of the Business Combination Agreement, on March 2, 2020, the Key Nikola Stockholders entered into the Stockholder Support Agreement pursuant to which such Key Nikola Stockholders agreed to vote all of their shares of Nikola Common Stock and Nikola Preferred Stock in favor of the approval and adoption of the Proposed Transactions. Additionally, such Key Nikola Stockholders have agreed not to (a) transfer any of their shares of Nikola Common Stock and Nikola Preferred Stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. Collectively, as of March 1, 2020 the Key Nikola Stockholders hold approximately 80% of the outstanding shares of capital stock of Nikola.

Registration Rights and Lock-Up Agreement

        In connection with the Proposed Transactions, Holders will enter into the Registration Rights and Lock-Up Agreement at Closing. Pursuant to the terms of the Registration Rights and Lock-Up Agreement, VectoIQ will be obligated to file a registration statement to register the resale of certain securities of VectoIQ held by the Holders. In addition, pursuant to the terms of the Registration Rights and Lock-Up Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, that VectoIQ file a registration statement on Form S-3 (or on Form S-1 if Form S-3 is not available) to register the securities of VectoIQ held by such Holders. The Registration Rights and Lock-Up Agreement will also provide the Holders with "piggy-back" registration rights, subject to certain requirements and customary conditions.

        The Registration Rights and Lock-Up Agreement further provides for the securities of VectoIQ held by the Holders to be locked-up for a period of time following the Closing, as described below, subject to certain exceptions. The securities held by the Original Holders will be locked-up for one year following the Closing, subject to earlier release if (i) the reported last sale price of VectoIQ Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (ii) if VectoIQ consummates a liquidation, merger, stock exchange or other similar transaction after the Closing which results in all of VectoIQ's stockholders having the right to exchange their shares of common stock for cash, securities or other property. The securities held by the New Holders, other than certain entities controlled by Trevor R. Milton, will be locked-up for 180 days after the Closing. The securities held by certain entities controlled by Trevor R. Milton will be locked up for one year following the Closing, except that they would be permitted to sell or otherwise transfer (i) $70 million of VectoIQ Common Stock in connection with the Closing which are to be redeemed by the Company in accordance with the terms of the Business Combination Agreement (see the section titled "Certain Nikola Relationships and Related Party Transactions—Redemption" for further information) and (ii) up to $70.0 million shares of VectoIQ Common Stock commencing 180 days after the Closing.

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Subscription Agreements

        In connection with the execution of the Business Combination Agreement, effective as of March 2, 2020, VectoIQ entered into separate subscription agreements (each, a "Subscription Agreement") with a number of investors (each a "Subscriber"), pursuant to which the Subscribers agreed to purchase, and VectoIQ agreed to sell to the Subscribers, an aggregate of 52,500,000 shares of VectoIQ Common Stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $525 million, in the PIPE.

        The closing of the sale of the PIPE Shares pursuant to the Subscription Agreement is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing.

        Pursuant to the Subscription Agreements, VectoIQ agreed that, within 45 calendar days after the consummation of the Proposed Transactions (the "Filing Deadline"), VectoIQ will file with the SEC (at VectoIQ's sole cost and expense) a registration statement registering the resale of the PIPE Shares (the "Resale Registration Statement"), and VectoIQ shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof. Under certain circumstances, additional payments by VectoIQ may be assessed with respect to the PIPE Shares in the event that (i) the Resale Registration Statement has not been filed with the SEC by the Filing Deadline; (ii) the Resale Registration Statement has not been declared effective by the SEC by 60 days (or 120 days if the SEC notifies VectoIQ that it will review the Resale Registration Statement) following the Filing Deadline; (iii) the Resale Registration Statement is declared effective by the SEC but thereafter ceases to be effective prior to the expiration of a designated effective period or a Subscriber is not permitted to utilize the Resale Registration Statement to resell the PIPE Shares; or (iv) under certain circumstances, VectoIQ fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act, such that the Subscribers who are not affiliates of VectoIQ are unable to sell their PIPE Shares without restriction under Rule 144 under the Securities Act. The additional payments by VectoIQ shall accrue on the applicable registrable securities at a rate of 0.5% of the aggregate purchase price paid for such registrable securities per month, subject to certain terms and limitations (including a cap of 5.0% of the aggregate purchase price).

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION AND THE BUSINESS COMBINATION

        The following is a discussion of certain U.S. federal income tax consequences for (i) holders of VectoIQ Common Stock that elect to have their VectoIQ Common Stock redeemed for cash if the Business Combination is completed and (ii) holders of Nikola Capital Stock who exchange their Nikola Capital Stock for VectoIQ Common Stock in the Business Combination. This discussion applies only to shares of VectoIQ Common Stock or Nikola Capital Stock, as the case may be, held as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, with respect to the redemption of VectoIQ Common Stock, the discussion is applicable only to holders who purchased VectoIQ Common Stock in the IPO.

        This discussion does not address all U.S. federal income tax consequences that may be relevant to your particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

    U.S. expatriates and former citizens or long-term residents of the United States;