EX-99.2 8 d366604dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

LETTER TO BROKERS, DEALERS

COMMERCIAL BANKS, TRUST COMPANIES

AND OTHER NOMINEES

Offer by

J PURCHASER CORP.,

an indirect wholly owned subsidiary of

NIKOLA CORPORATION

to Exchange Each Outstanding Share of Common Stock of

ROMEO POWER, INC.

for

0.1186 of a share of common stock of Nikola Corporation

(subject to the terms and conditions described in the prospectus/offer to exchange and the letter of transmittal)

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, EASTERN TIME, AT THE END OF SEPTEMBER 26, 2022, UNLESS EXTENDED OR TERMINATED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER.

August 29, 2022

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by J Purchaser Corp. (the “Offeror”), a Delaware corporation and a wholly owned subsidiary of Nikola Corporation, a Delaware corporation (“Nikola”), which is offering, upon the terms and subject to the conditions set forth in the enclosed prospectus/offer to exchange and related letter of transmittal, to exchange for each outstanding share of common stock of Romeo Power, Inc., a Delaware corporation (“Romeo”), par value $0.0001 per share (the “Romeo Common Stock”), 0.1186 of a share of common stock of Nikola, $0.0001 par value per share (the “Nikola Common Stock”), (such offer, on the terms and subject to the conditions and procedures described in the prospectus/offer to exchange and the letter of transmittal, together with any amendments or supplements thereto, the “Offer”).

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, EASTERN TIME, AT THE END OF SEPTEMBER 26, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED.

There is no procedure for guaranteed delivery in the Offer and, therefore, tenders must be received by the expiration of the Offer.

For your information and for forwarding to your clients for whose accounts you hold shares of Romeo Common Stock registered in your name or in the name of your nominee, we are enclosing the following documents:

 

1.

the prospectus/offer to exchange;

 

2.

the related letter of transmittal for your use in accepting the Offer and tendering shares of Romeo Common Stock and for the information of your clients; and

 

3.

a printed form of letter which may be sent to your clients for whose accounts you hold shares of Romeo Common Stock registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.


WITH RESPECT TO ANY OF YOUR CLIENTS THAT ARE THE HOLDER OF RECORD OF SHARES OF ROMEO COMMON STOCK, PLEASE INSTRUCT SUCH CLIENTS TO COMPLETE THE LETTER OF TRANSMITTAL THAT IS BEING PROVIDED TO THEM SEPARATELY IF THEY WISH TO TENDER SUCH SHARES OF ROMEO COMMON STOCK.

Neither Nikola nor the Offeror will pay any commissions or fees to any broker, dealer or other person, other than to us, as the information agent, Continental Stock Transfer & Trust Company, as the exchange agent, and other persons as may be described in the section of the prospectus/offer to exchange titled “The Offer—Fees and Commissions,” for soliciting tenders of shares of Romeo Common Stock pursuant to the Offer. Upon request, Nikola will reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the undersigned as the information agent at the addresses and telephone numbers set forth in the prospectus/offer to exchange.

Very truly yours,

Alliance Advisors, LLC

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF NIKOLA, THE OFFEROR, ROMEO, THE INFORMATION AGENT OR THE EXCHANGE AGENT OR ANY AFFILIATE OR ASSOCIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.