S-4/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

S-4/A 1 d366604ds4a.htm S-4/A S-4/A

As filed with the Securities and Exchange Commission on September 27, 2022

Registration No. 333-267140

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NIKOLA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

3711

82-4151153

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer

Identification Number)

4141 E Broadway Road

Phoenix, AZ 85040

(480) 666-1038

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Britton M. Worthen, Esq.

Chief Legal Officer

Nikola Corporation

4141 E Broadway Road

Phoenix, AZ 85040

(480) 666-1038

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stanley F. Pierson

Gabriella A. Lombardi

Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street

Palo Alto, CA 94304-1115

Telephone: (650) 233-4500

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

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

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. ☐

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. ☐

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.

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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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) ☐

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

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 the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus/offer to exchange is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus/offer to exchange 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 AND SUBJECT TO CHANGE, DATED SEPTEMBER 27, 2022

Offer by

J PURCHASER CORP.

a 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

THE OFFER COMMENCED ON MONDAY, AUGUST 29, 2022. THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, EASTERN TIME, AT THE END OF OCTOBER 12, 2022, UNLESS EXTENDED OR TERMINATED.

Nikola Corporation (“Nikola”), a Delaware corporation, through its wholly owned subsidiary J Purchaser Corp., a Delaware corporation (“Offeror”), is offering, upon the terms and subject to the conditions set forth in this document and in the accompanying letter of transmittal, to exchange for each outstanding share of common stock of Romeo Power, Inc., a Delaware corporation (“Romeo”), par value of $0.0001 per share (“Romeo common stock”), validly tendered and not validly withdrawn in the offer: 0.1186 of a share of Nikola common stock (which we refer to as the “exchange ratio”), $0.0001 par value per share (“Nikola common stock”) per share of Romeo common stock (which we refer to as the “offer”). Each holder of shares of Romeo common stock will receive a number of shares of Nikola common stock equal to the total number of shares of Romeo common stock held by such holder multiplied by the exchange ratio, rounded down to the nearest whole number of shares of Nikola common stock.

We refer to the above as the “offer consideration.”

The Offeror’s obligation to accept for exchange shares of Romeo common stock validly tendered (and not validly withdrawn) pursuant to the offer is subject to the satisfaction or waiver by the Offeror of certain conditions, including the condition that, prior to the expiration of the offer, there have been validly tendered and not validly withdrawn in accordance with the terms of the offer a number of shares of Romeo common stock that, upon the consummation of the offer, together with the shares of Romeo common stock then owned by Nikola and Offeror (if any), would represent at least a majority of the aggregate voting power of the shares of Romeo common stock outstanding immediately after the consummation of the offer (which we refer to as the “minimum condition”), as more fully described under “The Offer—Conditions of the Offer.”

The offer is being made pursuant to an Agreement and Plan of Merger and Reorganization (which we refer to as the “merger agreement”), dated as of July 30, 2022, by and among Nikola, the Offeror and Romeo. A copy of the merger agreement is attached to this document as Annex A.

The purpose of the offer is for Nikola to acquire control of, and ultimately the entire equity interest in, Romeo. The offer is the first step in Nikola’s plan to acquire all of the outstanding shares of Romeo common stock. If the offer is completed and as a second step in such plan, Nikola intends to promptly consummate a merger of the Offeror with and into Romeo, with Romeo surviving the merger (which we refer to as the “merger”). The purpose of the merger is for Nikola to acquire all of the shares of Romeo common stock that it did not acquire in the offer. In the merger, each outstanding share of Romeo common stock that was not previously acquired by Nikola or the Offeror (other than certain converted or cancelled shares, as described further in this document) will be converted into the right to receive the offer consideration, as set forth under “Merger Agreement—Offer Consideration, Merger Consideration and Exchange Ratio.” Upon the consummation of the merger, Romeo will be held in a wholly owned subsidiary of Nikola, and the former Romeo stockholders will no longer have any direct ownership interest in the surviving corporation. If the offer is completed such that Nikola accordingly owns at least a majority of the aggregate voting power of the outstanding shares of Romeo’s common stock, the merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (“DGCL”), and accordingly no stockholder vote will be required to complete the merger. The Romeo board of directors has unanimously (i) determined that the transactions contemplated by the merger agreement, are advisable and fair to, and in the best interests of, Romeo and its stockholders; (ii) deemed advisable and approved the merger agreement, the offer, the merger and the other actions contemplated by the merger agreement; and (iii) subject to the non-solicitation and board recommendation provisions under the merger agreement, determined to recommend that the stockholders of Romeo accept the offer and exchange their shares of Romeo common stock for Nikola common stock pursuant to the offer.

The Nikola board of directors also (i) has determined that the transactions contemplated by the merger agreement are fair to, and in the best interest of, Nikola and the Nikola stockholders, and (ii) has deemed advisable and approved the merger agreement, the offer, the merger, the issuance of shares of Nikola common stock to the Romeo stockholders pursuant to the terms of the merger agreement and the other actions contemplated by the merger agreement.

Nikola common stock is listed on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “NKLA,” and Romeo common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “RMO.”

The offer and the merger, taken together, are intended to qualify as a reorganization for U.S. federal income tax purposes. Holders of Romeo common stock should read the section entitled “Certain Material U.S. Federal Income Tax Consequences” for a more detailed discussion of certain material U.S. federal income tax consequences of the offer and the merger to holders of Romeo common stock.

For a discussion of certain factors that Romeo stockholders should consider in connection with the offer, please read the section of this document entitled “Risk Factors” beginning on page 33.

We are not asking you for a proxy and you are requested not to send us a proxy.

You are encouraged to read this entire document and the related letter of transmittal carefully, including the annexes and information referred to or incorporated by reference in this document.

Neither Nikola nor the Offeror has authorized any person to provide any information or to make any representation in connection with the offer other than the information contained or incorporated by reference in this document, and if any person provides any information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by Nikola or the Offeror.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

The date of this preliminary prospectus/offer to exchange is September 27, 2022.

TABLE OF CONTENTS


	PAGE
QUESTIONS AND ANSWERS ABOUT THE OFFER AND THE MERGER		2
SUMMARY		12
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NIKOLA		23
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ROMEO		26
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA		30
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		31
RISK FACTORS		33
THE COMPANIES		44
THE OFFER		46
General		46
Purpose of the Offer and the Merger		46
Background of the Offer and the Merger		46
Nikola’s Reasons for the Offer and the Merger		52
Romeo’s Reasons for the Offer and the Merger; Recommendation of the Romeo Board of Directors		54
Certain Unaudited Prospective Financial Information		60
Opinion of Romeo’s Financial Advisor		63
Distribution of Offering Materials		72
Expiration of the Offer		72
Extension, Termination and Amendment of the Offer		72
Exchange of Shares; Delivery of Nikola Common Stock		74
Withdrawal Rights		74
Procedure for Tendering		75
No Guaranteed Delivery		76
Grant of Proxy		76
Romeo Common Stock		77
Fees and Commissions		77
Matters Concerning Validity and Eligibility		77
Announcement of Results of the Offer		78
No Stockholder Approval		78
No Appraisal Rights		78
Non-Applicability of Rules Regarding “Going Private” Transactions		78
Plans for Romeo		78
Delisting and Termination of Registration		79
Board of Directors and Management; Organizational Documents		79
Ownership of Nikola Shares After the Offer and the Merger		79
Effect of the Offer on the Market for shares of Romeo common stock; NYSE Listing; Registration Under the Exchange Act		79
Conditions of the Offer		81
Regulatory Approvals		82
Interests of Romeo Directors and Executive Officers in the Offer and the Merger		84
Certain Relationships with Romeo		88
Fees and Expenses		89
Accounting Treatment		89
Stock Exchange Listing		89
Resale of Nikola Common Stock		89
Exchange Agent Contact Information		89


	PAGE
Director and Officer Indemnification		90
Support Agreement		90
Timing of the Merger		90
Nasdaq Listing; NYSE Delisting and Deregistration of Romeo Common Stock		90
MERGER AGREEMENT		91
General		91
The Merger		92
Completion and Effectiveness of the Merger		92
Offer Consideration, Merger Consideration and Exchange Ratio		92
Fractional Shares		93
Procedures for Exchanging Shares of Romeo Common Stock		93
Representations and Warranties; Material Adverse Effect		94
Covenants; Conduct of Business Pending the Merger		97
No Solicitation		99
Romeo Board Recommendation		102
Regulatory Approvals Required for the Merger		103
Treatment of Romeo Equity Awards		104
Treatment of Romeo Warrants		105
Indemnification and Insurance for Romeo Directors and Officers		105
Employee Matters		106
Additional Agreements		107
Conditions to the Completion of the Merger		107
Termination of the Merger Agreement		107
Governing Law; Jurisdiction		110
Amendment and Waiver		110
Other Remedies; Specific Performance		110
Third Party Beneficiaries		111
Exchange of Romeo Book-Entry Shares for the Merger Consideration		111
OTHER TRANSACTION AGREEMENTS		111
Support Agreement		111
Supply Agreement Amendment		111
Loan And Security Agreement		112
Non-Disclosure Agreement		112
Clean Team Confidentiality Agreement		112
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		113
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		117
COMPARATIVE MARKET PRICE DATA		124
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		125
DESCRIPTION OF NIKOLA CAPITAL STOCK		130
COMPARISON OF STOCKHOLDER RIGHTS		134
LEGAL MATTERS		147
EXPERTS		147
WHERE YOU CAN FIND MORE INFORMATION		147
Annex A: Agreement and Plan of Merger and Reorganization		A-1
Annex B: Opinion of Morgan Stanley & Co. LLC		B-1
Annex C: Directors and Executive Officers of Nikola and the Offeror		C-1

This document incorporates by reference important business and financial information about Nikola, Romeo and their respective subsidiaries from documents filed with the SEC that have not been included in or delivered with this document. This information is available without charge at the SEC’s website at www.sec.gov, as well as from other sources. See “Where You Can Find More Information.”

You can obtain the documents incorporated by reference in this document by requesting them in writing or by telephone at the following address and telephone number:

Nikola Corporation

4141 E Broadway Road

Phoenix, AZ 85040

(480) 666-1038

In addition, if you have questions about the offer or the merger, or if you need to obtain copies of this document and the letter of transmittal or other documents incorporated by reference in this document, you may contact the information agent for this transaction. You will not be charged for any of the documents you request.

The Information Agent for the offer is:

LOGO

200 Broadacres Drive,

3rd Floor,

Bloomfield, NJ 07003

Stockholders Call Toll Free: 855-643-7453

Banks & Brokers Call Collect: (973) 873-7700

E-mail: nkla@allianceadvisors.com

If you would like to request documents, please do so by October 5, 2022, in order to receive them before the expiration of the offer.

Information included in this document relating to Romeo, including but not limited to the descriptions of Romeo and its business and the information under the headings “The Offer—Romeo’s Reasons for the Offer and the Merger; Recommendation of the Romeo Board of Directors,” “The Offer—Opinion of Romeo’s Financial Advisor” and “The Offer—Interests of Romeo Directors and Executive Officers in the Offer and the Merger,” also appears in the Solicitation/Recommendation Statement on Schedule 14D-9 dated as of August 29, 2022 and filed by Romeo with the SEC (which we refer to as the “Schedule 14D-9”). The Schedule 14D-9 was mailed to holders of shares of Romeo common stock commencing on or about August 29, 2022.

QUESTIONS AND ANSWERS ABOUT THE OFFER AND THE MERGER

The following questions and answers briefly address some commonly asked questions about the offer (as defined herein), the merger (as defined herein) and the merger agreement (as defined herein). You are urged to read this entire document carefully, including its annexes and the other documents referenced herein in their entirety, because this section may not provide all of the information that is important to you with respect to the offer, the merger and the merger agreement. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this document. You may obtain the information incorporated by reference into this document without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 147 of this document. As used in this document, unless otherwise indicated or if the context so requires, “Nikola” or “we” refers to Nikola Corporation and its consolidated subsidiaries; the “Offeror” refers to J Purchaser Corp., a wholly owned subsidiary of Nikola; and “Romeo” refers to Romeo Power, Inc. and its consolidated subsidiaries.

Q:	Who is offering to buy my Romeo common stock?

A: Nikola, through the Offeror, its wholly owned subsidiary, is making this offer to exchange Nikola common stock for Romeo common stock. Nikola operates in two business units: Truck and Energy. The Truck business unit is developing and commercializing battery electric vehicles, or BEV, and hydrogen fuel cell electric vehicles, or FCEV, Class 8 trucks that provide environmentally friendly, cost-effective solutions to the short-haul, medium-haul, and long-haul trucking sector. The Energy business unit is focused on developing and constructing a hydrogen fueling ecosystem and providing BEV charging support to meet anticipated fuel demand for its FCEV and BEV customers, as well as other third-party customers.

On July 30, 2022, Nikola, the Offeror and Romeo entered into an Agreement and Plan of Merger and Reorganization, which we refer to as the “merger agreement.”

Q:	What are the classes and amounts of Romeo securities that Nikola is offering to acquire?

A: Nikola is seeking to acquire all issued and outstanding shares of Romeo common stock, par value $0.0001 per share.

Q:	What will I receive for my Romeo common stock?

A: Nikola, through the Offeror, is offering to exchange for each outstanding share of Romeo common stock validly tendered and not validly withdrawn in the offer, 0.1186 of a share of Nikola common stock (the “exchange ratio”), par value $0.0001 (the “offer consideration”). Each holder of shares of Romeo common stock will receive a number of shares of Nikola common stock equal to the total number of shares of Romeo common stock held by such holder multiplied by the exchange ratio, rounded down to the nearest whole number of shares of Nikola common stock.

If you do not tender your Romeo common stock in connection with the offer and the merger is completed, each share of Romeo common stock that is outstanding immediately prior to the effective time of the merger (the “effective time”) will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of Nikola common stock equal to the offer consideration. Each holder of shares of Romeo common stock will receive a number of shares of Nikola common stock equal to the total number of shares of Romeo common stock held by such holder multiplied by the exchange ratio, rounded down to the nearest whole number of shares of Nikola common stock (the “offer”).

Q:	What happens if the market price of shares of Romeo common stock or Nikola common stock changes before the closing of the offer?

A: No change will be made to the exchange ratio of 0.1186 if the market price of shares of Romeo common stock or Nikola common stock changes before the time of the closing of the offer. As a result, the value of the

consideration to be received by Romeo stockholders in the offer will increase or decrease depending on the market price of shares of Nikola common stock at the closing of the offer.

Q:	What will happen to Romeo as a result of the merger?

A: If the merger is completed, Romeo will become a wholly owned subsidiary of Nikola. As a result of the merger, Romeo will no longer be a publicly held company. Following the merger, Romeo common stock will cease to be listed on the New York Stock Exchange (“NYSE”) and Romeo common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Q:	What will happen to my Romeo stock options?

A: The offer is made only for shares of Romeo common stock and is not made for any options to purchase shares of Romeo common stock (each, a “Romeo option”). If you hold a Romeo option that is vested and exercisable, you may, in accordance with the terms and conditions governing such Romeo option, and subject to Romeo’s insider trading policy and any applicable blackout period(s), exercise the Romeo option for shares of Romeo common stock prior to the expiration date (as defined below) and thereafter participate in the offer as a holder of Romeo common stock, subject to the terms and conditions governing the offer. Any Romeo options that remain outstanding as of the effective time of the merger will be treated in accordance with the merger agreement.

Pursuant to the merger agreement, at the effective time of the merger, each Romeo option that is outstanding and unexercised immediately prior to the effective time, whether under the Romeo 2020 Long-Term Incentive Plan (the “2020 plan”), the Romeo 2016 Stock Plan (the “predecessor plan”) or otherwise and whether or not vested or exercisable, will be cancelled and extinguished without the right to receive any consideration. See “Merger Agreement—Treatment of Romeo Equity Awards.”

Q:	What will happen to my Romeo restricted stock units and/or performance-related stock units?

A: The offer is made only for shares of Romeo common stock and is not made for any restricted stock units or performance-related stock units relating to shares of Romeo common stock (which we refer to as “Romeo RSUs” and “Romeo PSUs,” respectively). Any Romeo RSUs and Romeo PSUs that remain outstanding as of the effective time will be treated in accordance with the merger agreement.

Pursuant to the merger agreement, each Romeo RSU and Romeo PSU that is outstanding and has not been settled immediately prior to the effective time, whether under the 2020 plan, the predecessor plan or otherwise, whether vested or unvested, will be converted into and become a restricted stock unit (“RSU”) or performance stock unit (“PSU”), as applicable, which would settle for shares of Nikola common stock. All rights with respect to Romeo common stock under Romeo RSUs and Romeo PSUs assumed by Nikola will be converted into rights with respect to Nikola common stock. After the effective time, each Romeo RSU and Romeo PSU assumed by Nikola will only be settled in Nikola common stock. The number of shares of Nikola common stock subject to each Romeo RSU or Romeo PSU assumed by Nikola will be determined by multiplying (a) the number of shares of Romeo common stock that were subject to such Romeo RSU or Romeo PSU, as in effect immediately prior to the effective time, by (b) the exchange ratio and rounding the resulting number down to the nearest whole number of shares of Nikola common stock.

Any restriction on the shares of Romeo common stock issuable upon settlement of the Romeo RSU or Romeo PSU, as applicable, will continue and the term, vesting schedule, settlement and other provisions of such Romeo RSU or Romeo PSU will otherwise remain unchanged, except that (a) all performance-based vesting conditions will be deemed satisfied at the greater of “earned” or “target” performance levels; (b) to the extent provided under the terms of the Romeo RSU or Romeo PSU, as applicable, such Romeo RSU or Romeo PSU assumed by Nikola will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification,

recapitalization or other similar transaction with respect to Nikola common stock subsequent to the effective time; and (c) the Nikola board of directors or a committee thereof shall succeed to the authority and responsibility of the Romeo board of directors or any committee thereof as plan administrator with respect to each such assumed Romeo RSU and Romeo PSU. See “Merger Agreement—Treatment of Romeo Equity Awards.”

Q: What will happen to my Romeo warrants to purchase Romeo common stock?

A: The offer is made only for shares of Romeo common stock and is not made for any warrants to purchase Romeo common stock (the “Romeo warrants”). Any Romeo warrants that remain outstanding as of the effective time will be treated in accordance with the merger agreement.

Romeo warrants that are outstanding and unexercised at the effective time will be converted into and become warrants to purchase shares of Nikola common stock, and Nikola will assume each such Romeo warrant in accordance with its terms. All rights with respect to shares of Romeo common stock under the Romeo warrants assumed by Nikola will be converted into rights with respect to Nikola common stock. Accordingly, from and after the effective time: (a) each Romeo warrant assumed by Nikola may be exercised solely for shares of Nikola common stock; (b) the number of shares of Nikola common stock subject to each Romeo warrant assumed by Nikola will be determined by multiplying (i) the number of shares of Romeo common stock that were subject to such Romeo warrant immediately prior to the effective time by (ii) the exchange ratio and rounding the resulting number down to the nearest whole number of shares of Nikola common stock; (c) the per share exercise price for the shares of Nikola common stock issuable upon exercise of each Romeo warrant assumed by Nikola will be determined by dividing the per share exercise price of Romeo common stock subject to such Romeo warrant, as in effect immediately prior to the effective time, by the exchange ratio and rounding the resulting exercise price to the nearest whole cent; and (d) any restriction on any Romeo warrant assumed by Nikola will continue in full force and effect, and the term and other provisions of such Romeo warrant shall otherwise remain unchanged. See “Merger Agreement—Treatment of Romeo Warrants.”

Q: Will I have to pay a fee or commission to exchange my shares of Romeo common stock?

A: If you are the record owner of your shares of Romeo common stock and you tender these shares in the offer, you will not have to pay any brokerage fees, commissions or similar expenses. If you own your shares of Romeo common stock through a broker, dealer, commercial bank, trust company or other nominee and your broker,

dealer, commercial bank, trust company or other nominee tenders your Romeo common stock on your behalf, your broker or such other nominee may charge a fee for doing so. You should consult with your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

Q: Why is Nikola making this offer?

A: The purpose of the offer is for Nikola to acquire control of, and ultimately the entire equity interest in, Romeo. The offer is the first step in Nikola’s plan to acquire all of the outstanding shares of Romeo common stock, and the merger is the second step in such plan.

In the offer, if a sufficient number of shares of Romeo common stock are tendered into the offer and not withdrawn prior to the expiration time of the offer such that Nikola and the Offeror will own at least a majority of the aggregate voting power of shares of Romeo common stock outstanding immediately after the consummation of the offer, subject to the satisfaction or waiver of the other conditions to the offer, Nikola and the Offeror will accept for exchange, and will exchange, the shares tendered in the offer. Then, thereafter and as the second step in Nikola’s plan to acquire all of the outstanding Romeo common stock, Nikola intends to promptly consummate a merger of the Offeror with and into Romeo, with Romeo surviving the merger (which we refer to as the “merger”). The purpose of the merger is for Nikola to acquire all remaining shares of Romeo common stock that it did not acquire in the offer. Upon the consummation of the merger, the Romeo business will be held in a wholly owned subsidiary of Nikola, and the former stockholders of Romeo will no longer have

any direct ownership interest in the surviving corporation. If the offer is completed such that Nikola accordingly owns at least a majority of the aggregate voting power of the outstanding shares of Romeo’s common stock, the merger will be governed by Section 251(h) of the DGCL, and accordingly no stockholder vote will be required to consummate the merger.

Q: Is there an agreement governing the merger and the offer?

A: Yes. Nikola, Offeror and Romeo entered into the merger agreement, which sets forth the rights and obligations of the parties with respect to the merger and the offer. On the terms and subject to the conditions of the merger agreement, Nikola and Romeo have agreed to combine their businesses through the offer, as a result of which Romeo will become a wholly owned subsidiary of Nikola. See “Merger Agreement.”

Q: What does the Romeo board of directors recommend?

A: The Romeo board of directors unanimously (i) has determined that the transactions contemplated by the merger agreement, are advisable and fair to, and in the best interests of, Romeo and its stockholders; (ii) has deemed advisable and approved the merger agreement, the offer, the merger and the other actions contemplated by the merger agreement; and (iii) subject to the non-solicitation and board recommendation provisions under the merger agreement, has determined to recommend that the stockholders of Romeo accept the offer and exchange their shares of Romeo common stock for shares of Nikola common stock pursuant to the offer.

See “The Offer—Romeo’s Reasons for the Offer and the Merger; Recommendation of the Romeo Board of Directors,” for more information. A description of the reasons for this recommendation is also set forth in Romeo’s Solicitation/Recommendation Statement on Schedule 14D-9 (which we refer to as the “Schedule 14D-9”), which has been filed with the SEC and was mailed to you and other stockholders of Romeo together with this document.

Q: What are the most significant conditions of the offer?

A: The offer is conditioned upon, among other things, the following:

•

Minimum Condition—Romeo stockholders having validly tendered and not validly withdrawn in accordance with the terms of the offer and prior to the expiration of the offer a number of shares of Romeo common stock that, together with any shares of Romeo common stock then owned by Nikola and the Offeror, would represent at least a majority of the aggregate voting power of the Romeo common stock outstanding immediately after the consummation of the offer (which we refer to as the “minimum condition”);

•

Regulatory Approvals—Any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) having expired or been terminated;

•

Effectiveness of Form S-4—The registration statement on Form S-4, of which this document is a part, having become effective under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and not being the subject of any stop order or proceeding seeking a stop order;

•

No Legal Prohibition—No court of competent jurisdiction or other governmental entity of competent jurisdiction having issued any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the offer or the merger, or there is any legal requirement which has the effect of making the consummation of the merger illegal;

•

Listing of Nikola Shares—The shares of Nikola common stock to be issued in the merger shall have been approved for listing on Nasdaq, as of the effective time, including the shares of Nikola common stock to be issued upon the exercise of Romeo options and upon the vesting of assumed Romeo restricted stock units;

•

No Romeo Material Adverse Effect—There not having occurred any change, effect, development, circumstance, condition, state of facts, event or occurrence since the date of the merger agreement that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business or operations of Romeo and its subsidiaries, taken as a whole (with such term as defined in the merger agreement and described under “Merger Agreement—Representations and Warranties; Material Adverse Effect”), and that is continuing as of immediately prior to the expiration of the offer;

•

Accuracy of Romeo’s Representations and Warranties—The representations and warranties of Romeo contained in the merger agreement being true and correct as of the expiration date of the offer, subject to specified materiality standards; and

•

Romeo’s Compliance with Covenants—Romeo having performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the merger agreement prior to the expiration of the offer.

The offer is subject to certain other conditions set forth below in the section entitled “The Offer—Conditions of the Offer.” The foregoing conditions are for the sole benefit of Nikola and Offeror, may be asserted by Nikola or Offeror regardless of the circumstances giving rise to any such conditions and may be waived by Nikola or Offeror, in whole or in part, at any time and from time to time, in their sole and absolute discretion (except for the minimum condition), in each case, subject to the terms of the merger agreement and the applicable rules and regulations of the SEC. The failure by Nikola or Offeror at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right, which may be asserted at any time and from time to time.

Q: When do Nikola and Romeo expect to complete the merger?

A: Nikola and Romeo are working to complete the merger as soon as practicable. We currently expect that the merger will be completed during the fourth quarter of 2022. Neither Nikola nor Romeo can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control, including obtaining the necessary regulatory approvals. No assurance can be given as to when, or if, the merger will occur.

Q: How long do I have to decide whether to tender my Romeo common stock in the offer?

A: The offer is scheduled to expire at midnight, Eastern Time, at the end of October 12, 2022, unless extended or terminated in accordance with the merger agreement. Any extension, delay, termination, waiver or amendment of the offer will be followed as promptly as practicable by public announcement thereof to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any such extension, all Romeo common stock previously tendered and not validly withdrawn will remain subject to the offer, subject to the rights of a tendering stockholder to withdraw such stockholder’s shares. “Expiration date” means midnight, Eastern Time, at the end of October 12, 2022, unless and until the Offeror has extended the period during which the offer is open, subject to the terms and conditions of the merger agreement, in which event the term “expiration date” means the latest time and date at which the offer, as so extended by the Offeror, will expire.

Under the merger agreement, unless Romeo consents otherwise (which may be granted or withheld in its sole discretion) or the merger agreement is terminated:

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Offeror shall (and Nikola shall cause Offeror to) extend the offer for any period required by any Law, or any rule, regulation, interpretation or position of the SEC or its staff or of the NYSE or Nasdaq, as applicable, in any such case, which is applicable to the offer, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the offer, the Form S-4, or related documents filed with or requested by the SEC;

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in the event that any of the conditions to the offer (other than the minimum condition, and that there shall have not occurred any Romeo material adverse effect that is continuing, and other than any such conditions that by their nature are to be satisfied at the expiration of the offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the offer to occur at such time)) have not been satisfied or waived as of any then-scheduled expiration of the offer, Offeror shall (and Nikola shall cause Offeror to) extend the Offer for successive extension periods of up to ten (10) Business Days each (or for such longer period as may be agreed by Nikola and Romeo); and

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if as of any then-scheduled expiration of the offer each condition to the offer (other than the minimum condition, and other than any such conditions that by their nature are to be satisfied at the expiration of the offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the offer to occur at such time)) has been satisfied or waived and the minimum condition has not been satisfied, Offeror shall, and Nikola shall cause Offeror to, extend the offer for successive extension periods of up to ten (10) Business Days each (with the length of each such period being determined in good faith by Nikola) (or for such longer period as may be agreed by Nikola and Romeo in writing); provided, that in no event shall Offeror or Nikola be required to (and Nikola shall not be required to cause Offeror to) extend the expiration of the offer pursuant to this bullet for more than thirty (30) Business Days in the aggregate.

The Offeror is not required to extend the offer beyond January 30, 2023, which we refer to as the “end date.”

Upon the terms and subject to the satisfaction or waiver of the conditions of the offer (including, if the offer is extended or amended, the terms and conditions of any extension or amendment), promptly after the expiration of the offer, the Offeror will accept for exchange, and will exchange all Romeo common stock validly tendered and not validly withdrawn prior to the expiration of the offer. Any decision to extend the offer will be made public by an announcement regarding such extension as described under “The Offer—Extension, Termination and Amendment of the Offer.”

Q: How do I tender my Romeo common stock?

A: To validly tender Romeo common stock held of record, Romeo stockholders must deliver a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents for tendered Romeo common stock to Continental Stock Transfer & Trust, the depositary and exchange agent (which we refer to as the “exchange agent”) for the offer and the merger, not later than the expiration date. The letter of transmittal is enclosed with this document.

If your shares of Romeo common stock are held in “street name” (i.e., through a broker, dealer, commercial bank, trust company or other nominee), these shares of Romeo common stock may be tendered by your nominee by book-entry transfer through The Depository Trust Company. To validly tender such shares held in street name, Romeo stockholders should instruct such nominee to do so prior to the expiration of the offer.

We are not providing for guaranteed delivery procedures and therefore you must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company prior to the expiration date. Tenders received by the exchange agent after the expiration date will be disregarded and of no effect. In all cases, you will receive your consideration for your tendered Romeo common stock only after timely receipt by the exchange agent of either a confirmation of a book-entry transfer of such shares if your shares are held in “street name” or a properly completed and duly executed letter of transmittal if your shares are held of record, in each case, together with any other required documents.

For a complete discussion of the procedures for tendering your Romeo common stock, see “The Offer—Procedure for Tendering.”

Q: Until what time can I withdraw tendered Romeo common stock?

A: You may withdraw your previously tendered Romeo common stock at any time before the offer has expired and, if the Offeror has not accepted your Romeo common stock for exchange by October 12, 2022, you may withdraw them at any time on or after that date until the Offeror accepts shares for exchange. If you validly withdraw your previously tendered Romeo common stock, you will receive shares of the same class of Romeo common stock that you tendered. Once the Offeror accepts your tendered Romeo common stock for exchange upon or after expiration of the offer, however, you will no longer be able to withdraw them. For a complete discussion of the procedures for withdrawing your Romeo common stock, see “The Offer—Withdrawal Rights.”

Q: How do I withdraw previously tendered Romeo common stock?

A: To withdraw previously tendered Romeo common stock, you must deliver a written notice of withdrawal with the required information to the exchange agent at any time at which you have the right to withdraw shares. If you tendered Romeo common stock by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct such broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Romeo common stock and such broker, dealer, commercial bank, trust company or other nominee must effectively withdraw such Romeo common stock at any time at which you have the right to withdraw shares. If you validly withdraw your previously tendered Romeo common stock, you will receive shares of the same class of Romeo common stock that you tendered. For a discussion of the procedures for withdrawing your Romeo common stock, including the applicable deadlines for effecting withdrawals, see “The Offer—Withdrawal Rights.”

Q: When and how will I receive the offer consideration in exchange for my tendered Romeo common stock?

A: The Offeror will exchange all validly tendered and not validly withdrawn Romeo common stock promptly after the expiration date of the offer, subject to the terms thereof and the satisfaction or waiver of the conditions to the offer, as set forth in “The Offer—Conditions of the Offer.” The Offeror will deliver the offer consideration for your validly tendered and not validly withdrawn shares through the exchange agent, which will act as your agent for the purpose of receiving the offer consideration from the Offeror and transmitting such consideration to you. In all cases, you will receive your offer consideration for your tendered Romeo common stock only after timely receipt by the exchange agent of either a confirmation of a book-entry transfer of such shares (as described in “The Offer—Procedure for Tendering”) or a properly completed and duly executed letter of transmittal, in each case, together with any other required documents.

Q: Why does the cover page to this document state that this offer is preliminary and subject to change, and that the registration statement filed with the SEC is not yet effective? Does this mean that the offer has not commenced?

A: No. Completion of this document and effectiveness of the registration statement are not necessary to commence this offer. The offer was commenced on the date of the initial filing of the registration statement on Form S-4 of which this document is a part. Nikola and the Offeror cannot, however, accept for exchange any Romeo common stock tendered in the offer or exchange any shares until the registration statement is declared effective by the SEC and the other conditions to the offer have been satisfied or waived (subject to the terms and conditions of the merger agreement).

Q: What happens if I do not tender my Romeo common stock?

A: If, after consummation of the offer, Nikola and the Offeror own a majority of the aggregate voting power of the outstanding Romeo common stock Nikola will (subject to the satisfaction or waiver of the conditions set forth in the merger agreement) promptly complete the merger after the consummation of the offer.

Upon consummation of the merger, each Romeo share that has not been tendered and accepted for exchange in the offer, other than Romeo common stock owned by Romeo, Nikola, the Offeror or any wholly owned subsidiary of Nikola or Romeo, will be converted in the merger into the right to receive the offer consideration. See “Merger Agreement—Exchange of Romeo Book-Entry Shares for the Merger Consideration.”

Q: Will there be a subsequent offering period?

A: Offeror does not anticipate making any “subsequent offering period” (as contemplated by Rule 14d-11 of the Exchange Act) available after the expiration date.

Q: Does Nikola have the financial resources to complete the offer and the merger?

A: Yes. The offer consideration will consist of authorized shares of Nikola common stock. The offer and the merger are not conditioned upon any financing arrangements or contingencies.

Q: If the offer is completed, will Romeo continue as a public company?

A: No. Nikola is required, on the terms and subject to the satisfaction or waiver of the conditions set forth in the merger agreement, to consummate the merger promptly following the acceptance of Romeo common stock in the offer. If the merger takes place, Romeo will no longer be publicly traded. Even if for some reason the merger does not take place, if Nikola and the Offeror purchase all Romeo common stock validly tendered and not validly withdrawn, there may be so few remaining stockholders and publicly held shares that Romeo common stock will no longer be eligible to be traded through the NYSE or other securities exchanges, there may not be an active public trading market for Romeo common stock and Romeo may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies.

Q: Will the offer be followed by a merger if all Romeo common stock are not tendered in the offer?

A: Yes, unless the conditions to the merger are not satisfied or waived in accordance with the merger agreement. If the Offeror accepts for exchange all Romeo common stock validly tendered and not validly withdrawn pursuant to the offer, and the other conditions to the merger are satisfied or waived in accordance with the merger agreement, the merger will take place promptly thereafter. If the merger takes place, Nikola will own 100% of the equity of Romeo, and all of the remaining Romeo stockholders, other than Romeo, Nikola, the Offeror or any wholly owned subsidiary of Nikola or Romeo, will have the right to receive the offer consideration.

Because the merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the merger in the event that the offer is consummated. Nikola is required, on the terms and subject to the satisfaction or waiver of the conditions set forth in the merger agreement, to consummate the merger as promptly as practicable following the consummation of the offer. As such, Nikola does not expect there to be a significant period of time between the consummation of the offer and the consummation of the merger.

Q: Do the officers and directors of Romeo have interests in the offer and the merger that are different from those of stockholders generally?

A: You should be aware that some of the officers and directors of Romeo may be deemed to have interests in the offer and the merger that are different from, or in addition to, your interests as a Romeo stockholder.

See “The Offer—Interests of Romeo Directors and Executive Officers in the Offer and the Merger” and “Merger Agreement—Employee Matters” below for more information.

Concurrently with the execution of the merger agreement, on July 30, 2022, certain of Romeo’s directors and executive officers representing 1.6% of the Romeo common stock then outstanding, entered into a tender and support agreement with Nikola (the “support agreement”), solely in their capacities as stockholders of Romeo, pursuant to which they agreed, among other things, to tender all of their shares of Romeo common stock in the offer. For more information regarding the support agreement, see “Other Transaction Agreements—Support Agreement.”

See also “Item 3—Past Contacts, Transactions, Negotiations and Agreements” in the Schedule 14D-9, which has been filed with the SEC and was mailed to you and other stockholders of Romeo together with this document.

Q: What are the material U.S. federal income tax consequences of the merger?

A: Nikola and Romeo intend for the offer and the merger, taken together, to be treated as integrated steps in a single transaction for U.S. federal income tax purposes that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder and will treat and not take any tax reporting position inconsistent with the treatment of the offer and the merger as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder for U.S. federal, state and other relevant tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

The material U.S. federal income tax consequences of the receipt of shares of Nikola common stock in exchange for shares of Romeo common stock pursuant to the offer or the merger depend upon whether the offer and the merger, taken together, are properly treated as integrated steps in a single transaction for U.S. federal income tax purposes that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. Among other requirements, such qualification depends, in turn, upon whether Nikola acquires “control” of Romeo solely for voting stock of Nikola (i.e., shares of Nikola common stock). “Control” for this purpose is defined in the Code as the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of Romeo stock entitled to vote and at least 80 percent of the total number of shares of all other classes of Romeo stock.

Following consummation of the offer and the merger, Nikola will be the owner of all of Romeo’s common stock and will have acquired that Romeo common stock solely for Nikola voting stock. Concurrently with the execution of the merger agreement, Nikola, as lender, Romeo and Romeo Systems, Inc., a wholly owned subsidiary of Romeo, entered into the financing agreement (the “financing agreement”). The terms of the financing agreement provide for senior secured debt, interest and a fixed maturity date. However, the determination of whether the loans under the financing agreement are debt or equity for U.S. federal income tax purposes is based on all relevant facts and circumstances and, as such, the classification of such loans as debt or equity for such purposes is not free from doubt in light of Romeo’s circumstances. If loans under the financing agreement are treated as equity instead of debt for U.S. federal income tax purposes, Nikola may be treated as having acquired a class of Romeo nonvoting stock (i.e., the financing agreement loans) for cash, not Nikola voting stock. Based on the facts and circumstances, the parties believe the financing agreement loans should be treated as debt and not equity, and intend to treat them as such, for U.S. federal income tax purposes and will report the offer and merger, taken together, as an integrated transaction for U.S. federal income tax purposes that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. However, neither Nikola nor Romeo will request a ruling from the IRS with respect to the tax treatment of these transactions, and as a result, no assurance can be given that the IRS will not challenge the intended tax treatment of these transactions or that a court would not sustain such a challenge. If the IRS were to successfully challenge the “reorganization” status of the offer and merger, Romeo stockholders could be required to fully recognize any gain or loss with respect to their Romeo common stock as a result of the offer and the merger. See “Certain Material U.S. Federal Income Tax Consequences—Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger to Romeo Holders—Certain Material U.S. Federal Income Tax Consequences if the Offer and the Merger Were to Fail to Qualify as a Reorganization” beginning on page 128.

See “Certain Material U.S. Federal Income Tax Consequences” beginning on page 125 for a further discussion of certain material U.S. federal income tax consequences of the offer and the merger, including a possible exception to the general nonrecognition rule for non-U.S. holders (as defined therein) if the offer and the merger are treated as integrated steps in a single transaction that qualifies as a “reorganization” under section 368(a) of the Code.

This prospectus/offer to exchange contains a discussion of certain material U.S. federal income tax consequences of the offer and the merger. That discussion does not address any U.S. federal non-income tax consequences, nor any state or local, non-U.S. or other tax consequences. You should consult your own tax advisors regarding the particular U.S. federal income tax consequences of the offer and the merger to you in light of your particular circumstances, as well as the particular tax consequences to you of the offer and the merger under any U.S. federal non-income, state and local, and non-U.S. tax laws.

Q: Will I have the right to have my Romeo common stock appraised?

A: Appraisal rights are not available in connection with the offer or the merger. See “The Offer—No Appraisal Rights.”

Q: Whom should I call if I have questions about the offer?

A: You may call Alliance Advisors, LLC, the information agent, toll free at 855-643-7453 for stockholders and (973) 873-7700 for banks and brokers or contact the information agent via e-mail at nkla@allianceadvisors.com.

Q: Where can I find more information about Nikola and Romeo?

A: You can find more information about Nikola and Romeo from various sources described in the section of this document entitled “Where You Can Find More Information.”

Q: What equity stake will Romeo stockholders hold in Nikola immediately following the merger?

A: Upon the completion of the merger, based on the exchange ratio of 0.1186 Nikola shares per Romeo share the estimated number of shares of Nikola common stock issuable as the offer consideration is 22.0 million shares which will result in former Romeo stockholders holding approximately 4.2% of the outstanding fully diluted Nikola common stock, based on the number of outstanding shares of common stock and outstanding stock-based awards of Nikola and Romeo as of July 26, 2022 and also assuming a closing date of July 26, 2022.

For more details on the calculation of the Nikola stock price and the exchange ratio, see “Merger Agreement—Offer Consideration, Merger Consideration and Exchange Ratio” beginning on page 92.

SUMMARY

This section summarizes selected information presented in greater detail elsewhere in this document. However, this summary does not contain all of the information that may be important to Romeo stockholders. You are urged to carefully read the remainder of this document and the related letter of transmittal, the annexes to this document and the other information referred to or incorporated by reference in this document because the information in this section and in the “Questions and Answers About the Offer and the Merger” section is not complete. See “Where You Can Find More Information.”

The Offer and Offer Consideration

Nikola, through its wholly owned subsidiary, the Offeror, is offering, upon the terms and subject to the conditions set forth in this document and in the accompanying letter of transmittal, to exchange for each outstanding share of Romeo common stock validly tendered and not validly withdrawn in the offer, 0.1186 of a share of Nikola common stock. Each holder of shares of Romeo common stock will receive a number of shares of Nikola common stock equal to the total number of shares of Romeo common stock held by such holder multiplied by 0.1186, rounded down to the nearest whole number of shares of Nikola common stock.

We refer to the above as the “offer consideration.”

No fractional shares of Nikola common stock shall be issued in connection with the offer, and no certificates or scrip for any such fractional shares shall be issued. See “Merger Agreement—Fractional Shares.”

The initial expiration date for the offer was September 26, 2022. On September 26, 2022, the Offeror extended the expiration date to October 12, 2022. In certain circumstances, the Offeror is required to or may extend the offer beyond this date.

Purpose of the Offer and the Merger

If the offer is completed, tendered shares of Romeo common stock will be exchanged for the offer consideration, and if the merger is completed, any remaining shares of Romeo common stock that were not tendered into the offer (other than certain converted or cancelled shares, as described further in this document) will be converted into the right to receive the number of validly issued, fully paid and non-assessable shares of Nikola common stock equal to the exchange ratio. Each holder of shares of Romeo common stock will receive a number of shares of Nikola common stock equal to the total number of shares of Romeo common stock held by such holder multiplied by the exchange ratio, rounded down to the nearest whole number of shares of Nikola common stock. The purpose of the merger is for Nikola to acquire all shares of Romeo common stock that it did not acquire in the offer.

Upon the consummation of the merger, the Romeo business will be held in a wholly owned subsidiary of Nikola, and the former Romeo stockholders will no longer have any direct ownership interest in such entity.

Nikola expects to consummate the merger promptly after the consummation of the offer in accordance with Section 251(h) of the DGCL, and no stockholder vote to adopt the merger agreement or any other action by the Romeo stockholders will be required in connection with the merger. See “The Offer—Purpose of the Offer and the Merger.”

Support Agreement

Concurrently with the execution of the merger agreement, Nikola entered into the support agreement with certain officers and directors of Romeo who in the aggregate hold approximately 1.6% of outstanding Romeo common

stock, pursuant to which each such person has agreed, among other things, to tender his or her shares of Romeo common stock in the offer. The support agreement will terminate upon the earliest to occur of (a) the termination of the merger agreement in accordance with its terms, (b) the effective time, and (c) January 30, 2023. In addition, the support agreement terminates upon an amendment to the merger agreement without the consent of the supporting stockholder that (i) decreases the offer consideration or (ii) changes the terms of the offer or the merger or changes the form of consideration payable in the offer or the merger in a manner that is adverse to the holders of Romeo common stock.

The foregoing description of the support agreement does not purport to be complete and is qualified in its entirety by the full text of the support agreement, a copy of which is filed as Exhibit 10.1 to the registration statement which this document is a part of and is incorporated by reference herein.

Loan and Security Agreement

Concurrently with the execution of the merger agreement, Romeo and Romeo Systems, Inc., a Delaware corporation and a wholly-owned subsidiary of Romeo (“Romeo Systems”), entered into the financing agreement. The financing agreement provides for a liquidity support senior secured debt facility (the “facility”) in an aggregate principal amount of up to $30.0 million (subject to certain incremental increases of up to $20.0 million), which shall be available for drawing subject to certain terms and conditions set forth in the financing agreement. Loans under the facility may be made until the earlier of (a) six months from the date of the execution and delivery of the merger agreement and the financing agreement and (b) the date of the termination of the merger agreement. All amounts outstanding under the facility will be due on the earlier of (a) the date that is the six-month anniversary of the termination of the merger agreement and (b) July 30, 2023, subject to acceleration upon the occurrence of certain events set forth in the financing agreement. Interest will be payable on borrowings under the facility at daily SOFR plus 8.00%.

The obligations under the financing agreement are secured by substantially all personal property assets of Romeo and Romeo Systems, subject to certain customary exclusions.

The foregoing description of the financing agreement does not purport to be complete and is qualified in its entirety by the full text of the financing agreement, a copy of which is filed as Exhibit 10.2 to the registration statement which this document is a part of and is incorporated by reference herein.

Supply Agreement Amendment

Concurrently with the execution of the merger agreement, Nikola and Romeo entered into an amendment to the supply agreement dated August 28, 2020 under which Romeo supplies certain automotive-grade products and the necessary battery management software to Nikola.

The Companies

Nikola

Nikola’s vision is to be the zero-emissions transportation industry leader. Nikola plans to realize this vision through pioneering a business model that is intended to enable corporate customers to integrate next-generation truck technology, hydrogen fueling and charging infrastructure, and related maintenance.

Nikola operates in two business units: Truck and Energy. The Truck business unit is developing and commercializing BEV and FCEV, Class 8 trucks that provide environmentally friendly, cost-effective solutions to the short-haul, medium-haul, and long-haul trucking sector. The Energy business unit is focused on developing and constructing a hydrogen fueling ecosystem and providing BEV charging support to meet anticipated fuel demand for our FCEV and BEV customers, as well as other third-party customers.

Nikola’s principal executive offices are located at 4141 E Broadway Road, Phoenix, AZ 85040 and its telephone number is (480) 666-1038. Nikola’s website address is www.nikolamotor.com. Information contained on Nikola’s website does not constitute part of this prospectus/offer to exchange. Nikola common stock is publicly traded on The Nasdaq Stock Market LLC under the ticker symbol “NKLA.” Additional information about Nikola is included in documents incorporated by reference in this prospectus/offer to exchange. Please see the section entitled “Where You Can Find More Information” beginning on page 147.

Romeo

Romeo is an energy storage technology company focused on designing and manufacturing lithium-ion battery products and packs for vehicle electrification. Through Romeo’s energy dense battery products and packs, Romeo enables large-scale sustainable transportation by delivering safe, longer lasting batteries that have shorter charge times and longer life. With greater energy density, Romeo is able to create lightweight and efficient solutions that deliver superior performance and provide improved acceleration, range and durability compared to battery packs provided by its competitors. Romeo’s modules and packs are customizable and scalable and are optimized by its proprietary battery management system (“BMS”). Romeo believes that it produces superior battery products compared to Romeo’s competitors by leveraging its technical expertise and depth of knowledge of energy storage systems into high performing products that fit a wide range of demanding applications.

Romeo’s business today is primarily focused on marketing mobility energy technology for medium and heavy-duty commercial vehicles in Classes 4-8. Romeo has recently announced an additional focus on marine and off-highway applications. Since 2016, Romeo has been designing and building battery products, and Romeo provides enabling battery technology to key customers in the commercial electric vehicle (“EV”) industry. Romeo does not manufacture vehicles directly and is not subject to regulatory requirements applicable to vehicles; rather, Romeo’s role is supplying the vehicle manufacturers with the most appropriate battery products and battery technology for their specific vehicle designs and intended uses. The advantage Romeo brings to the vehicle manufacturers with whom Romeo partners is the ability to design lighter batteries with higher energy density and output, as described further below. Romeo’s business is working with vehicle manufactures to provide them with the preeminent energy storage technology that works in their vehicles.

Romeo’s principal executive offices are located at 5560 Katella Avenue, Cypress, CA 90630 and its telephone number is (833) 467-2237. Romeo’s website address is www.romeopower.com. Information contained on Romeo’s website does not constitute part of this prospectus/offer to exchange. Romeo common stock is publicly traded on The New York Stock Exchange under the ticker symbol “RMO.” Additional information about Romeo is included in documents incorporated by reference in this prospectus/offer to exchange. Please see the section entitled “Where You Can Find More Information” beginning on page 147.

The Offeror

J Purchaser Corp., a wholly owned subsidiary of Nikola, is a Delaware corporation incorporated on July 22, 2022, for the purpose of effecting the offer and the merger. J Purchaser Corp. has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement.

J Purchaser Corp.’s principal executive offices are located at 4141 E Broadway Road, Phoenix, AZ 85040 and its telephone number is (480) 666-1038.

Romeo’s Reasons for the Offer and the Merger

After careful and thorough consideration, at a meeting of the Romeo board of directors on July 30, 2022, the Romeo board of directors unanimously: (i) determined that the transactions contemplated by the merger agreement, are advisable and fair to, and in the best interests of, Romeo and its stockholders; (ii) deemed

advisable and approved the merger agreement, the offer, the merger and the other actions contemplated by the merger agreement; and (iii) subject to the non-solicitation and board recommendation provisions under the merger agreement, determined to recommend that the stockholders of Romeo accept the offer and exchange their shares of Romeo common stock for Nikola common stock pursuant to the offer.

Accordingly, the Romeo board of directors unanimously recommends that Romeo’s stockholders tender their shares of Romeo common stock pursuant to the offer.

For a description of Romeo’s reasons for the offer and merger, see “The Offer—Romeo’s Reasons for the Offer and the Merger; Recommendation of the Romeo Board of Directors.”

Nikola’s Reasons for the Offer and the Merger

The purpose of the offer is for Nikola to acquire control of, and ultimately the entire equity interest in, Romeo. The Offeror is making the offer and Nikola plans to complete the merger because it believes that the acquisition of Romeo by Nikola will provide significant synergies and cost savings from the integration of important components produced by Romeo, and ultimately increasing stockholder value for the combined company.

The Merger

A summary of the terms and conditions of the merger is contained in the merger agreement, a copy of which is attached as Annex A to this prospectus/offer to exchange. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger and the relationship between Nikola, Offeror and Romeo with respect to the offer.

On July 30, 2022, Nikola, Romeo and Offeror entered into the merger agreement, which provides that, subject to the terms and conditions of the merger agreement and in accordance with the DGCL, as soon as practicable following the consummation of the offer, Offeror will merge with and into Romeo, with Romeo continuing as the surviving corporation and a wholly owned subsidiary of Nikola.

Merger Consideration

At the effective time of the merger:

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each share of Romeo common stock and Romeo preferred stock held as treasury stock or held or owned by Romeo, Nikola, Offeror or any subsidiary of Romeo immediately prior to the effective time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

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each share of Romeo common stock and Romeo preferred stock outstanding immediately prior to the effective time (other than shares of Romeo common stock and Romeo preferred stock held as treasury stock or held or owned by Romeo, Nikola, Offeror or any subsidiary of Romeo immediately prior to the completion of the merger) shall be converted solely into the right to receive a number of validly issued, fully paid and non-assessable shares of Nikola common stock equal to the exchange ratio described in more detail below;

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each option to purchase shares of Romeo common stock that is outstanding and unexercised immediately prior to the effective time, whether under the Romeo 2020 plan, the predecessor plan or otherwise and whether or not vested or exercisable, shall be cancelled and extinguished without the right to receive any consideration.

•

each Romeo RSU and Romeo PSU that is outstanding and has not been settled immediately prior to the effective time, whether under the 2020 plan, the predecessor plan or otherwise and whether vested or

unvested, shall be converted into and become restricted stock unit or performance stock unit as applicable, which would settle for shares of Nikola common stock and each such Romeo RSU or Romeo PSU, as applicable, shall be assumed by Nikola in accordance with the terms (as in effect on the date of the merger agreement) of the 2020 plan and the predecessor plan, respectively, and the terms of the restricted stock unit award agreement or performance stock unit award agreement, as applicable, by which such Romeo RSU or Romeo PSU is evidenced. With respect to each Romeo PSU, all performance-based vesting conditions shall be deemed satisfied at the greater of the “earned” or “target” performance levels. All rights with respect to Romeo common stock under Romeo RSUs and Romeo PSUs assumed by Nikola shall be converted into rights with respect to Nikola common stock. After the effective time, each Romeo RSU and Romeo PSU assumed by Nikola shall only be settled in Nikola common stock. The number of shares of Nikola common Stock subject to each Romeo RSU or Romeo PSU assumed by Nikola will be determined by multiplying (a) the number of shares of Romeo common stock that were subject to such Romeo RSU or Romeo PSU, as in effect immediately prior to the effective time, by (b) the exchange ratio and rounding the resulting number down to the nearest whole number of shares of Nikola common stock.

•

each Romeo warrant that is outstanding and unexercised immediately prior to the completion of the merger shall be converted into and become a warrant to purchase Nikola common stock determined by multiplying the number of shares of Romeo common stock that were subject to such Romeo warrant by the exchange ratio (with the per share exercise price for the Nikola common stock issuable upon exercise of each warrant assumed by Nikola determined by dividing the per share exercise price of Romeo common stock subject to such warrant by the exchange ratio), and Nikola shall assume each such warrant in accordance with its terms.

If any shares of Romeo common stock outstanding prior to the merger are unvested or are subject to a repurchase option or the risk of forfeiture, then the shares of Nikola common stock issued in exchange for such shares of Romeo common stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and the certificates representing such shares of Nikola common stock shall accordingly be marked with appropriate legends.

No fractional shares of Nikola common stock shall be issued in connection with the offer, and no certificates or scrip for any such fractional shares shall be issued. Each holder of Romeo common stock will receive a number of shares of Nikola common stock equal to the total number of shares of Romeo common stock held by such holder multiplied by the exchange ratio, rounded down to the nearest whole number of shares of Nikola common stock.

Treatment of Romeo Equity Awards

Romeo Options. At the effective time, each option to purchase shares of Romeo common stock that is outstanding and unexercised immediately prior to the effective time, whether under the 2020 plan or the predecessor plan or otherwise and whether or not vested or exercisable, shall be cancelled and extinguished without the right to receive any consideration.

applicable, by which such Romeo RSU or Romeo PSU is evidenced. All rights with respect to Romeo common stock under Romeo RSUs and Romeo PSUs assumed by Nikola shall be converted into rights with respect to Nikola common stock. After the effective time, each Romeo RSU and Romeo PSU assumed by Nikola shall only be settled in Nikola common stock. The number of shares of Nikola common Stock subject to each Romeo RSU or Romeo PSU assumed by Nikola will be determined by multiplying (a) the number of shares of Romeo common stock that were subject to such Romeo RSU or Romeo PSU, as in effect immediately prior to the effective time, by (b) the exchange ratio and rounding the resulting number down to the nearest whole number of shares of Nikola common stock. Any restriction on the shares of Romeo common stock issuable upon settlement of the Romeo RSU or Romeo PSU, as applicable, shall continue in full force and effect, and the term, vesting schedule, settlement and other provisions of such Romeo RSU or Romeo PSU shall otherwise remain unchanged; provided, however, that all performance-based vesting conditions shall be deemed satisfied at the greater of the “earned” or “target” performance levels.

Opinion of Romeo’s Financial Advisor

Romeo has retained Morgan Stanley & Co. (“Morgan Stanley”), to act as its financial advisor in connection with the merger and the exchange offer. Morgan Stanley delivered its opinion to the Romeo board of directors that, as of the date of the written fairness opinion and based upon and subject to the factors and assumptions set forth therein, the offer consideration per share to be paid to the holders (other than Nikola and its affiliates) of shares of Romeo common stock, taken in the aggregate, pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Morgan Stanley, dated July 30, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this document and is incorporated into this document by reference. You should read the opinion carefully in its entirety.

The Morgan Stanley opinion was provided to the Romeo board of directors and addresses only, as of the date of the opinion, based upon and subject to the factors and assumptions set forth therein, the fairness from a financial point of view of the offer consideration to be paid to the Romeo stockholders (other than Nikola and its affiliates), taken in the aggregate, pursuant to the merger agreement. The Morgan Stanley opinion does not constitute a recommendation as to whether or not any holder of shares of Romeo common stock should tender such shares of Romeo common stock in connection with the offer or any other matter.

Romeo has paid Morgan Stanley a fee of $2.375 million (the “Announcement Fee”), which was contingent upon the earlier of the rendering of Morgan Stanley’s opinion and the execution of definitive agreement with respect to the merger. Romeo also has agreed to pay Morgan Stanley a fee equal to $9.5 million (the “Transaction Fee”), which is contingent upon the consummation of the merger. The Announcement Fee will be credited against the Transaction Fee payable if the merger is consummated. In addition, Romeo has agreed to reimburse Morgan Stanley for certain of its costs and expenses incurred in connection with its services, including certain of the fees and disbursements of counsel, and will indemnify Morgan Stanley against certain liabilities arising out of Morgan Stanley’s engagement.

Interests of Romeo Directors and Executive Officers in the Merger

You should be aware that some of the directors and executive officers of Romeo may be deemed to have interests in the offer and the merger that are different from, or in addition to, your interests as a Romeo stockholder. These interests may include, among others, agreements that certain executive officers have entered into with Romeo that provide for the vesting acceleration of stock options and restricted stock units in the event the executive officer experiences a qualifying termination of employment with a specified period following a change of control

of Romeo, payments of severance benefits under Romeo’s change in control severance agreements and certain indemnification obligations. See “The Offer—Interests of Romeo Directors and Executive Officers in the Offer and the Merger” and “Merger Agreement—Employee Matters.”

Conditions of the Offer

Under the terms of the merger agreement, Offeror’s obligation to accept and pay for shares of Romeo common stock that are tendered in the offer is subject to customary conditions, including, among others:

•

the condition that, prior to the expiration of the offer, there have been validly tendered and not validly withdrawn a number of shares of Romeo common stock that, upon the consummation of the offer would represent at least a majority of the aggregate voting power of the shares of Romeo common stock outstanding immediately after the consummation of the offer;

•

the absence of legal restraints prohibiting the consummation of the transactions;

•

the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•

the effectiveness of this registration statement Form S-4 registering the Nikola common stock to be issued in connection with the offer and the merger;

•

the approval of shares of Nikola common stock for listing on Nasdaq;

•

the accuracy of the Romeo’s representations and warranties in the merger agreement, subject to specified materiality qualifications;

•

compliance by the Romeo with its covenants in the merger agreement in all material respects;

•

the absence of a material adverse effect on the financial condition, business, or operations of Romeo and its subsidiaries taken as a whole (subject to customary carveouts);

•

the absence of a bankruptcy of Romeo;

•

delivery of certain customary closing documents (including a customary officer certificate and United States real property interests tax certificate); and

•

no valid termination of the merger agreement in accordance with its terms.

Conditions to the Completion of the Merger

The respective obligations of Nikola and Romeo to complete the merger and the other transactions contemplated by the merger agreement are subject to the satisfaction or waiver of various conditions that include, in addition to other customary closing conditions, the following:

•

there must not have been issued any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the merger by any court of competent jurisdiction or other governmental entity of competent jurisdiction that remains in effect, and there must be no law, statute, rule, regulation, ruling or decree in effect which has the effect of making the consummation of the merger illegal; and

•

Offeror must have accepted for exchange all shares of Romeo common stock validly tendered and not validly withdrawn pursuant to the offer and such shares accepted are in excess of the minimum condition set forth in the merger agreement.

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived. For a more complete description of the conditions to the merger, see “Merger Agreement—Conditions to the Completion of the Merger” beginning on page 107.

Timing of the Merger

The transaction is expected to be completed during the fourth quarter of 2022. Neither Nikola nor Romeo can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control, including obtaining the necessary regulatory approvals. For a more complete description of the conditions to the merger, see “Merger Agreement—Conditions to the Completion of the Merger” beginning on page 107.

Termination of the Merger Agreement

For a more complete description of each party’s termination rights and the related termination fee obligations, see “Merger Agreement—Termination of the Merger Agreement” beginning on page 107.

Expiration of the Offer

The offer is scheduled to expire at midnight, Eastern Time, at the end of October 12, 2022, unless extended or terminated in accordance with the merger agreement. The “expiration date” means midnight, Eastern Time, at the end of October 12, 2022, unless and until the Offeror has extended the period during which the offer is open, subject to the terms and conditions of the merger agreement, in which event the term “expiration date” means the latest time and date at which the offer, as so extended by the Offeror, will expire.

Withdrawal Rights

Tendered shares of Romeo common stock may be withdrawn at any time prior to the expiration of the offer. Additionally, if the Offeror has not agreed to accept the shares for exchange on or prior to October 12, 2022, Romeo stockholders may thereafter withdraw their shares from the offer at any time after such date until the Offeror accepts the shares for exchange. Any Romeo stockholder that validly withdraws previously tendered shares of Romeo common stock will receive shares of the same class of Romeo common stock that were tendered. Once the Offeror accepts shares for exchange pursuant to the offer, all tenders not previously withdrawn become irrevocable.

Procedure for Tendering

All shares of Romeo common stock are held in electronic book entry form.

To validly tender shares of Romeo common stock held of record, Romeo stockholders must deliver a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents to the exchange agent at its address set forth elsewhere in this document, and must follow the other procedures set forth herein, prior to the expiration of the offer.

Romeo stockholders who hold shares of Romeo common stock in “street name” through a bank, broker or other nominee holder, and desire to tender their shares of Romeo common stock pursuant to the offer, should instruct the nominee holder to do so prior to the expiration of the offer.

Exchange of Shares; Delivery of Nikola Shares

Upon the terms and subject to the satisfaction or waiver of the conditions of the offer (including, if the offer is extended or amended, the terms and conditions of any extension or amendment), promptly after the expiration of the offer, the Offeror will accept for exchange, and will exchange, all shares of Romeo common stock validly tendered and not validly withdrawn prior to the expiration of the offer.

Regulatory Approvals

Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice, which is referred to as the DOJ, and the United States Federal Trade Commission, which is referred to as the FTC, and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act. Nikola and Romeo each filed their respective HSR Act notification forms on August 10, 2022 and the required 30-day waiting period under the HSR Act expired at 11:59 p.m., Eastern time, on September 9, 2022.

There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

See “The Offer—Regulatory Approvals” beginning on page 82.

No Appraisal Rights

No appraisal rights are available in connection with the offer or the merger. See “The Offer—No Appraisal Rights.”

Comparative Market Price Data

Nikola common stock is listed on Nasdaq under the symbol “NKLA” and Romeo common stock is listed on the NYSE under the symbol “RMO.”

The parties announced the execution of the merger agreement prior the opening of trading on August 1, 2022. On July 29, 2022, the trading day prior to the public announcement of the execution of the merger agreement and the release of media reports regarding the transaction, the closing price per share of Romeo common stock on the NYSE was $0.55, and the closing price per share of Nikola common stock on Nasdaq was $6.22. On September 26, 2022, the most recent practicable trading date prior to the filing of this document, the closing price per share of Romeo common stock on the NYSE was $0.44, and the closing price per share of Nikola common stock on Nasdaq was $3.85.

The market value of the stock consideration will change as the market value of Nikola common stock fluctuates during the offer period and thereafter. Romeo stockholders should obtain current market quotations for shares of Romeo common stock and Nikola common stock before deciding whether to tender their shares of Romeo common stock in the offer. See “Comparative Market Price Data.”

Ownership of Nikola Shares After the Offer and the Merger

Nikola estimates that former Romeo stockholders will own, in the aggregate, approximately 4.5% of the outstanding Nikola shares immediately following the completion of the offer and the merger. For a detailed discussion of the assumptions on which this estimate is based, see “The Offer—Ownership of Nikola Shares After the Offer and the Merger.”

Comparison of Stockholder Rights

The rights of Nikola stockholders are different in some respects from the rights of Romeo stockholders. Therefore, Romeo stockholders will have different rights as stockholders once they become Nikola stockholders. The differences are described in more detail under “Comparison of Stockholder Rights.”

Certain Material U.S. Federal Income Tax Consequences

Nikola and Romeo intend for the offer and the merger, taken together, to be treated as integrated steps in a single transaction for U.S. federal income tax purposes that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder and will treat and not take any tax reporting position inconsistent with the treatment of the offer and the merger as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder for U.S. federal, state and other relevant tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

Neither Nikola nor Romeo, however, will request a ruling from the IRS with respect to the tax treatment of these transactions, and as a result, no assurance can be given that the IRS will not challenge the intended tax treatment of these transactions or that a court would not sustain such a challenge. If the IRS were to successfully challenge the “reorganization” status of the offer and merger, Romeo stockholders could be required to fully recognize any gain or loss with respect to their Romeo common stock as a result of the offer and the merger. See “Certain Material U.S. Federal Income Tax Consequences—Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger to Romeo Holders—Certain Material U.S. Federal Income Tax Consequences if the Offer and the Merger Were to Fail to Qualify as a Reorganization” beginning on page 128.

This prospectus/offer to exchange contains a discussion of certain material U.S. federal income tax consequences of the offer and the merger. That discussion does not address any U.S. federal non-income tax consequences, nor any state or local, non- U.S. or other tax consequences. You should consult your own tax advisors regarding the particular U.S. federal income tax consequences of the offer and the merger to you in light of your particular circumstances, as well as the particular tax consequences to you of the offer and the merger under any U.S. federal non-income, state and local, and non-U.S. tax laws.

Accounting Treatment

Nikola prepares its financial statements in accordance with accounting principles generally accepted in the United States, which are referred to as GAAP. The merger will be accounted for as an acquisition of Romeo by Nikola under the acquisition method of accounting in accordance with GAAP. Nikola will be treated as the acquirer for accounting purposes.

Questions about the Offer and the Merger

Questions or requests for assistance or additional copies of this document may be directed to the information agent at the telephone number and addresses set forth below. Romeo stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offer.

The Information Agent for the offer is:

LOGO

200 Broadacres Drive,

3rd Floor,

Bloomfield, NJ 07003

Stockholders Call Toll Free: 855-643-7453

Banks & Brokers Call Collect: (973) 873-7700

E-mail: nkla@allianceadvisors.com

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NIKOLA

The following table sets forth summary consolidated financial data of Nikola.

The selected consolidated statements of operations data for the fiscal years ended December 31, 2021 and 2020 and the consolidated balance sheet data as of December 31, 2021 and 2020 are derived from Nikola’s audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as amended, and incorporated by reference into this document. The selected condensed consolidated financial data as of June 30, 2022 and for the six months ended June 30, 2022, are derived from Nikola’s unaudited condensed consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, and incorporated by reference into this document.

The following selected historical consolidated financial data is only a summary and is not necessarily indicative of future results. Such financial data should be read together with, and is qualified in its entirety by reference to, Nikola’s historical consolidated financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” incorporated by reference into this document. In the opinion of the management of Nikola, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial condition and results of operations at these dates and for these periods.

Consolidated Statements of Operations Data

(In thousands, except share and per share data)


	Six Months Ended June 30,			Years Ended December 31,
	2022			2021			2020
Revenues:
Truck sales	$	17,383		$	—		$	—
Service and other		2,638			—			—
Solar revenues		—			—			95

Total revenues		20,021			—			95
Cost of revenues:
Truck sales		46,781			—			—
Service and other		2,066			—			—
Cost of solar revenues		—			—			72

Total cost of revenues		48,847			—			72

Gross (loss) profit		(28,826	)		—			23
Operating expenses:
Research and development		137,663			292,951			185,619
Selling, general and administrative		157,051			400,575			182,724
Impairment expense		—			—			14,415

Total operating expenses		294,714			693,526			382,758

Loss from operations		(323,540	)		(693,526	)		(382,735	)
Other income (expense):
Interest (expense) income, net		(3,019	)		(481	)		202
Loss on forward contract liability		—			—			(1,324	)
Revaluation of warrant liability		2,907			3,051			13,448
Other income (expense), net		1,806			4,102			(846	)

Loss before income taxes and equity in net loss of affiliates		(321,846	)		(686,854	)		(371,255	)
Income tax expense (benefit)		2			4			(1,026	)

Loss before equity in net loss of affiliates		(321,848	)		(686,858	)		(370,229	)
Equity in net loss of affiliates		(4,090	)		(3,580	)		(637	)

Net Loss		(325,938	)		(690,438	)		(370,866	)
Premium paid on repurchase of redeemable convertible preferred stock		—			—			(13,407	)

Net loss attributable to common stockholders	$	(325,938	)	$	(690,438	)	$	(384,273	)

Net loss per share attributable to common stockholders:
Basic	$	(0.78	)	$	(1.73	)	$	(1.15	)
Diluted	$	(0.78	)	$	(1.74	)	$	(1.18	)
Weighted average number of shares outstanding
Basic		420,266,181			398,655,081			335,325,271
Diluted		420,266,181			398,784,392			335,831,033

Consolidated Balance Sheet Data

(In thousands, except share and per share data)


	As of
	June 30, 2022			December 31, 2021			December 31, 2020
Assets
Current assets
Cash and cash equivalents	$	441,765		$	497,241		$	840,913
Restricted cash and cash equivalents		—			—			4,365
Accounts receivable, net		16,726			—			—
Inventory		52,105			11,597			—
Prepaid in-kind services		—			—			46,271
Prepaid expenses and other current assets		34,802			15,891			5,368

Total current assets		545,398			524,729			896,917

Restricted cash and cash equivalents		87,459			25,000			4,000
Long-term deposits		37,740			27,620			17,687
Property, plant and equipment, net		311,732			244,377			71,401
Intangible assets, net		95,395			97,181			50,050
Investment in affiliates		79,726			61,778			8,420
Goodwill		5,238			5,238			5,238
Other assets		4,287			3,896			—

Total assets	$	1,166,975		$	989,819		$	1,053,713

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	87,479		$	86,982		$	29,364
Accrued expenses and other current liabilities		156,610			93,487			17,739
Debt and finance lease liabilities, current		9,518			140			5,170

Total current liabilities		253,607			180,609			52,273

Long-term debt and finance lease liabilities, net of current portion		273,309			25,047			13,956
Operating lease liabilities		2,349			2,263			—
Warrant liability		1,377			4,284			7,335
Other long-term liabilities		37,070			84,033			—
Deferred tax liabilities, net		12			11			8

Total liabilities		567,724			296,247			73,572

Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of June 30, 2022 and December 31, 2021 and 2020		—			—			—
Common stock, $0.0001 par value, 600,000,000 shares authorized, 433,475,084, 413,340,550, and 391,041,347 shares issued and outstanding as of June 30, 2022 and December 31, 2021 and 2020, respectively		43			41			39
Additional paid-in capital		2,176,945			1,944,341			1,540,037
Accumulated deficit		(1,576,550	)		(1,250,612	)		(560,174	)
Accumulated other comprehensive income (loss)		(1,187	)		(198	)		239

Total stockholders’ equity		599,251			693,572			980,141

Total liabilities and stockholders’ equity	$	1,166,975		$	989,819		$	1,053,713

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ROMEO

The following table sets forth summary consolidated financial data of Romeo.

The selected consolidated statements of operations and comprehensive income (loss) data for the years ended December 31, 2021 and 2020, and the selected consolidated balance sheet data as of December 31, 2021 and 2020 are derived from Romeo’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021, previously filed with the SEC on March 1, 2022 and incorporated by reference into this document. The selected condensed consolidated statement of operations and comprehensive loss data for the six months ended June 30, 2022 and the selected condensed consolidated balance sheet data as of June 30, 2022, are derived from Romeo’s unaudited condensed consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, previously filed with the SEC on August 8, 2022 and incorporated by reference into this document.

The following selected historical consolidated financial data is only a summary and is not necessarily indicative of future results. Such financial data should be read together with, Romeo’s historical consolidated financial statements and the accompanying notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are set forth in Romeo’s Annual Report on Form 10-K for the year ended December 31, 2021, previously filed with the SEC on March 1, 2022 and incorporated by reference into this document, and in Romeo’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, previously filed with the SEC on August 8, 2022 and incorporated by reference into this document.

Consolidated Statements of Operations and Comprehensive (Loss) Income Data

(In thousands, except share and per share data)


	Six Months Ended June 30, 2022			Years Ended December 31,
	Six Months Ended June 30, 2022			2021			2020
Revenues:
Product revenues	$	17,052		$	12,391		$	2,910
Service revenues		248			4,413			6,064

Total revenues⁽¹⁾		17,300			16,804			8,974

Cost of revenues:
Product cost		48,746			34,366			9,997
Service cost		205			3,786			7,968

Total cost of revenues		48,951			38,152			17,965

Gross loss		(31,651	)		(21,348	)		(8,991	)
Operating expenses:
Research and development		13,837			15,260			7,995
Selling, general and administrative		40,989			80,687			21,462
Acquisition of in-process research and development		35,402			—			—

Total operating expenses		90,228			95,947			29,457

Operating loss		(121,879	)		(117,295	)		(38,448	)
Interest expense		(78	)		(44	)		(1,111	)
Change in fair value of public and private placement warrants		1,496			126,447			34,168
Gain from extinguishment of PPP loans		—			3,342			—
Investment (loss) gain, net		(825	)		259			—
Other expense		—			—			(3,868	)

Income (loss) before income taxes and loss in equity method investments		(121,286	)		12,709			(9,259	)
Loss in equity method investments		(271	)		(2,671	)		(2,480	)
Provision for income taxes		—			(7	)		(2	)

Net (loss) income		(121,557	)		10,031			(11,741	)

Other comprehensive income (loss)
Available-for-sale debt investments:
Change in net unrealized losses, net of income taxes		(734	)		(723	)		—
Net losses reclassified to earnings, net of income taxes		1,100			357			—

Total other comprehensive income (loss), net of income taxes		366			(366	)		—

Comprehensive (loss) income		(121,191	)	$	9,665		$	(11,741	)

Net (loss) income per share
Basic		(0.82	)	$	0.08		$	(0.15	)
Diluted		(0.82	)	$	0.07		$	(0.15	)
Weighted average number of shares outstanding
Basic		147,780,749			132,023,930			77,741,339
Diluted		147,780,749			135,340,962			77,741,339

(1)	Total revenues included related party revenues of $162, $2,417 and $3,142 for the six months ended June 30, 2022 and for the years ended December 31, 2021 and 2020, respectively.

Consolidated Balance Sheet Data

(In thousands, except share and per share data)


	As of:
	June 30, 2022		December 31, 2021		December 31, 2020
Assets
Current assets
Cash and cash equivalents	$	38,707	$	22,638	$	292,442
Investments		—		97,309		—
Accounts receivable, net of allowance for expected credit loss of $3, $0 and $238 at June 30, 2022, December 31, 2021 and December 31, 2020, respectively		4,166		8,378		841
Inventories, net		45,397		37,125		4,937
Insurance receivable		—		1,250		6,000
Prepaid inventories		6,057		3,002		493
Prepaid expenses and other current assets		7,046		5,579		776

Total current assets		101,373		175,281		305,489
Restricted cash		3,000		3,000		1,500
Property, plant and equipment, net		31,807		15,158		5,484
Equity method investments		35,000		36,329		35,000
Operating lease right-of-use assets		22,299		23,115		5,469
Finance lease right-of-use assets		4,008		4,070		269
Deferred assets		5,018		5,018		—
Prepayment—long-term supply agreement		64,703		64,703		—
Insurance receivable		6,000		6,000		—
Other noncurrent assets		2,019		2,772		2,831

Total assets	$	275,227	$	335,446	$	356,042

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	16,088	$	11,724	$	2,900
Accrued expenses		14,552		8,156		2,844
Contract liabilities		257		384		815
Current maturities of long term debt		—		—		2,260
Operating lease liabilities, current		798		416		853
Finance lease liabilities, current		1,152		927		282
Legal settlement payable		—		—		6,000
Other current liabilities		743		1,509		102

Total current liabilities		33,590		23,116		16,056
Long-term debt, net of current portion		—		—		1,082
Public and private placement warrants		30		1,526		138,466
Operating lease liabilities, net of current portion		22,544		23,058		4,723
Finance lease liabilities, net of current portion		2,170		2,595		17
Legal settlement payable		6,000		6,000		—

Total liabilities		64,334		56,295		160,344


	As of
	June 30, 2022			December 31, 2021			December 31, 2020
Commitments and contingencies Stockholders’ equity
Common stock ($0.0001 par value, 250,000,000 shares authorized, 185,811,279, 134,458,439 and 126,911,861 shares issued and outstanding at June 30, 2022, December 31, 2021 and December 31, 2020, respectively)		19			13			12
Additional paid-in capital		503,967			451,040			377,253
Accumulated other comprehensive loss		—			(366	)		—
Accumulated deficit		(293,093	)		(171,536	)		(181,567	)

Total stockholders’ equity		210,893			279,151			195,698

Total liabilities and stockholders’ equity	$	275,227		$	335,446		$	356,042

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following table sets forth for Nikola common stock and Romeo common stock certain historical and unaudited pro forma consolidated and pro forma-equivalent per share financial information. The unaudited pro forma consolidated and pro forma-equivalent per share information gives effect to the proposed merger as if it had occurred on January 1, 2021. The information in the table is based on, and should be read together with, the historical financial information that Nikola and Romeo have presented in their respective filings with the SEC and the pro forma financial information that appears elsewhere in this prospectus/offer to exchange. For a discussion of the assumptions and adjustments made in preparing the unaudited pro forma combined financial information presented in this document, see “Unaudited Pro Forma Condensed Combined Financial Statement.” See “Where You Can Find More Information” and “Unaudited Pro Forma Condensed Combined Financial Statements” on pages 147 and 113, respectively.

The unaudited pro forma consolidated and pro forma-equivalent data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the proposed merger had been completed as of the dates indicated or will be realized upon the completion of the proposed merger. Neither Nikola nor Romeo declared or paid any dividends during the periods presented.


	Romeo Common Stock						Nikola Common Stock
	Historical			Pro Forma Equivalent(1)			Historical			Pro Forma Combined
Net income (loss) per share
Year Ended December 31, 2021
Basic	$	0.08		$	(0.17	)	$	(1.73	)	$	(1.46	)
Diluted	$	0.07		$	(0.17	)	$	(1.74	)	$	(1.47	)
Six Months Ended June 30, 2022
Basic	$	(0.82	)	$	(0.12	)	$	(0.78	)	$	(1.00	)
Diluted	$	(0.82	)	$	(0.12	)	$	(0.78	)	$	(1.00	)
Book Value per share (as of period end)
Year Ended December 31, 2021	$	2.08			—		$	1.68			—
Six Months Ended June 30, 2022	$	1.13		$	0.21		$	1.38		$	1.74

(1)	Calculated by multiplying the “Pro Forma Combined” amounts by the exchange ratio of 0.1186.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus/offer to exchange contains forward-looking statements that involve risks and uncertainties. When used in this prospectus/offer to exchange, the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “plan,” “potential,” “will,” and similar expressions are intended to identify forward looking statements. These are statements that relate to future periods and include:

•

Nikola’s ability to consummate the proposed transaction on a timely basis or at all;

•

the satisfaction of the conditions precedent to consummation of the proposed transaction, including having a sufficient number of shares of Romeo’s common stock validly tendered into the offer to meet the minimum condition;

•

the parties’ ability to secure regulatory approvals on the terms expected, in a timely manner or at all;

•

Nikola’s ability to successfully integrate Romeo’s operations and employees;

•

Nikola’s ability to successfully manufacture battery packs after the completion of the transaction and to realize expected synergies;

•

Nikola’s ability to realize the anticipated benefits of the transaction, including the possibility that the expected benefits from the transaction will not be realized or will not be realized within the expected time period;

•

disruption from the transaction making it more difficult to maintain business and operational relationships;

•

the negative effects of the announcement or the consummation of the transaction on the market price of Nikola common stock or on Nikola’s operating results;

•

the amount of the costs, fees, expenses and charges related to the offer and the merger;

•

unknown liabilities;

•

the risk of litigation or regulatory actions related to the transaction;

•

the effect of the announcement or pendency of the transaction on Romeo’s business relationships, operating results, and business generally;

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;

•

Nikola’s financial and business performance;

•

expected timing with respect to the expansion of Nikola’s manufacturing facilities, joint venture with Iveco and production and attributes of Nikola’s battery electric vehicle trucks and Nikola’s Tre hydrogen fuel cell electric vehicle trucks;

•

expectations regarding Nikola’s hydrogen fuel station rollout plan and hydrogen strategy;

•

timing of completion of prototypes, validation testing, volume production and other milestones;

•

securing components for Nikola’s trucks on acceptable terms and in a timely manner, or at all;

•

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

•

planned collaborations with Nikola’s business partners;

•

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

•

the potential outcome of investigations, litigation, complaints, product liability claims and/or adverse publicity;

•

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

•

developments relating to Nikola’s competitors and industry;

•

the impact of health epidemics, including the COVID-19 pandemic, on Nikola’s business and the actions it 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;

•

Nikola’s ability to obtain funding for its operations;

•

Romeo’s prospective financial information;

•

Nikola’s business, expansion plans and opportunities;

•

changes in applicable laws or regulations; and

•

anticipated trends and challenges in Nikola’s business and the markets in which it operates.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected. These risks and uncertainties include, but are not limited to, those risks discussed in the section titled “Risk Factors,” as well as:

•

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

•

changes in applicable laws or regulations;

•

risks associated with the outcome of any legal, regulatory or judicial proceedings;

•

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

•

supply chain constraints;

•

the impact of inflation;

•

Nikola’s ability to raise capital;

•

Nikola’s ability to compete; the success of Nikola’s business collaborations;

•

regulatory developments in the United States and foreign countries;

•

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

•

Nikola’s ability to close its proposed acquisition of Romeo on a timely basis or at all;

•

Nikola’s ability to achieve the intended benefits of its proposed acquisition of Romeo; and

•

Nikola’s history of operating losses.

These forward-looking statements speak only as of the date hereof. Nikola expressly disclaim any obligation or undertaking to update any forward-looking statements contained herein to reflect any change in Nikola’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Nikola^™ is a trademark of Nikola Corporation. Nikola also refers to trademarks of other corporations and organizations in this prospectus/offer to exchange.

You should read this prospectus/offer to exchange completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. Nikola qualifies all of its forward-looking statements by these cautionary statements.

RISK FACTORS

Romeo stockholders should carefully read this document and the other documents referred to or incorporated by reference into this document, including in particular the following risk factors, in deciding whether to tender shares of Romeo common stock pursuant to the offer.

Risks Related to the Offer and the Merger

The offer consideration is fixed and will not be adjusted. Because the market price of Nikola common stock may fluctuate, Romeo stockholders cannot be sure of the market value of the stock consideration they will receive in exchange for their Romeo common stock in connection with the transactions.

In connection with the offer and the merger, Romeo stockholders will receive a fixed number of Nikola shares for each of their shares of Romeo common stock (i.e., 0.1186 of a Nikola share for each share of Romeo common stock). Accordingly, the market value of the stock consideration that you will receive in the offer or merger will vary based on the price of Nikola common stock at the time you receive the offer consideration. The market price of Nikola common stock may decline after the date of this document, after you tender your shares and/or after the offer and the merger are completed.

A decline in the market price of Nikola common stock could result from a variety of factors beyond Nikola’s control, including, among other things, the possibility that Nikola may not achieve the expected benefits of the acquisition of Romeo as rapidly or to the extent anticipated, the effect of Nikola’s acquisition of Romeo on Nikola’s financial results may not meet the expectations of Nikola, financial analysts or investors, or the addition and integration of Romeo’s business may be unsuccessful, may take longer or be more disruptive than anticipated, as well as numerous factors affecting Nikola and its businesses that are unrelated to Romeo.

Because the offer will not be completed until certain conditions have been satisfied or waived in accordance with the merger agreement, a significant period of time may pass between the commencement of the offer, the time you tender your shares and the time that the Offeror accepts your shares for exchange. Therefore, at the time you tender your Romeo common stock pursuant to the offer, you will not know the exact market value of the offer consideration that will be issued if the Offeror accepts such shares for exchange.

You are urged to obtain current market quotations for shares of Romeo common stock and for shares of Nikola common stock.

The offer remains subject to conditions that Nikola cannot control. Failure to complete the merger could have material adverse effects on Romeo and Nikola.

The offer is subject to conditions, including the minimum condition, receipt of required regulatory approvals (see the section entitled “Merger Agreement—Conditions to the Completion of the Merger,” beginning on page 107, for a more detailed discussion), lack of legal prohibitions, no material adverse effect (as described in “Merger Agreement—Representations and Warranties; Material Adverse Effect”) having occurred with respect to Romeo since the date of the merger agreement that is continuing as of immediately prior to the expiration of the offer, the accuracy of Romeo’s representations and warranties made in the merger agreement (subject to specified materiality standards), Romeo being in compliance in all material respects with its covenants under the merger agreement, the listing of the Nikola shares to be issued in the offer and the merger being authorized for listing on Nasdaq, subject to official notice of issuance, the registration statement on Form S-4 of which this document is a part becoming effective, and the merger agreement not having been terminated in accordance with its terms. There are no assurances that all of the conditions to the offer will be satisfied or that the conditions will be satisfied in the time frame expected. If the conditions to the offer are not met, then Nikola may, subject to the terms and conditions of the merger agreement, allow the offer to expire, or amend or extend the offer. See “The Offer—Conditions of the Offer” for a discussion of the conditions to the offer.

If the merger is not completed, Romeo’s ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the merger, Romeo will be subject to a number of risks, including the following:

•

the trading price of Romeo’s common stock may change to the extent that the current trading price of Romeo’s common stock reflects an assumption that the offer and the merger will be completed;

•

the market price of Romeo common stock may decline, particularly to the extent that the current market price reflects a market assumption that the offer and merger will be completed;

•

Romeo could be obligated to pay (or cause to be paid) to Nikola a $3.5 million termination fee in connection with the termination of the merger agreement under certain circumstances;

•

Romeo could be obligated to pay (or cause to be paid) to Nikola an expense reimbursement fee under certain circumstances;

•

if the merger agreement is terminated, Romeo will be required to repay all loans under the facility within six months of such termination;

•

if the merger agreement is terminated and the Romeo Board seeks another business combination, Romeo stockholders cannot be certain that Romeo will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that Nikola has agreed to in the merger agreement;

•

time and resources, financial and otherwise, committed by Romeo’s management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities for Romeo; failure of the offer and the merger may result in negative publicity and/or a negative impression of Romeo in its customers, prospective customers, the investment community or business community generally. The failure to consummate the offer and the merger may be viewed as a poor reflection on Romeo’s business or prospects; and

•

Romeo has incurred and expects to continue to incur significant expenses related to the proposed transactions. These transaction-related expenses include certain investment banking fees, legal, accounting and other professional fees. Most of these fees must be paid even if the merger is not completed.

In addition, if the merger is not completed, Romeo could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Romeo to perform its obligations under the merger agreement. Any of these risks could materially and adversely impact Romeo’s ongoing business, financial condition, financial results and stock price.

Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger and could materially and adversely impact Nikola’s ongoing business, financial condition, financial results and stock price following the completion of the merger.

Romeo’s ability to continue producing battery packs is dependent on its financing agreement with Nikola.

Concurrently with the execution of the merger agreement, Nikola and Romeo Systems, Inc., a wholly-owned subsidiary of Romeo, entered into the financing agreement with Nikola as the lender to provide Romeo with up to $50 million in the aggregate of liquidity support through a combination of senior secured debt financing and price increases in order to facilitate Romeo’s continued production of battery products prior to the completion of the merger. There can be no assurance that the financing agreement will provide enough liquidity for Romeo to continue producing battery products and maintain solvency prior to the completion of the merger. If the financing agreement is not sufficient to sustain Romeo during the period prior to completion of the merger, Romeo may not be able to continue its operations and Nikola may not receive critical battery products necessary to produce its vehicles.

If the proposed transactions are not completed, Romeo will need to raise substantial additional capital to fund its ongoing operating or other needs in order to avoid insolvency.

If the offer or the merger is not completed, Romeo believes that in the immediate future it will need a substantial amount of additional capital, and would expect to have to explore additional funding alternatives, such as equity or debt financings, a potential sale of assets or other strategic financing options, to fund our ongoing operations and strategic and growth objectives. Without access to additional capital, Romeo could be required to declare bankruptcy, and Romeo may not be able to remain in business. There can be no assurance that if the offer or the merger were not consummated Romeo would be successful in securing additional capital on a timeframe that coincides with its cash needs, on acceptable terms, or at all.

If the transactions are completed, Romeo stockholders will receive shares of Nikola common stock as the offer consideration and will accordingly become Nikola stockholders. Nikola common stock may be affected by different factors than Romeo common stock is affected by, and Nikola stockholders will have different rights than Romeo stockholders.

Upon consummation of the transactions, Romeo stockholders will receive shares of Nikola common stock as part of the offer consideration and will accordingly become Nikola stockholders. Nikola’s business differs from that of Romeo, and Nikola’s results of operations and stock price may be adversely affected by factors different from those that would affect Romeo’s results of operations and stock price.

In addition, holders of shares of Nikola common stock will have rights as Nikola stockholders that differ from the rights they had as Romeo stockholders before the transactions. For a comparison of the rights of Nikola stockholders to the rights of Romeo stockholders, see “Comparison of Stockholder Rights.”

Romeo stockholders who participate in the offer will be forfeiting all rights with respect to their Romeo common stock other than the right to receive the offer consideration, including the right to participate directly in any future growth of Romeo.

If the offer and the merger are completed, Romeo stockholders will cease to have any equity interest in Romeo and will not participate in any future growth, except indirectly through ownership of Nikola shares received in the offer and the merger

Consummation of the offer may adversely affect the liquidity of the Romeo common stock not tendered in the offer.

If the offer is completed, you should expect the number of Romeo stockholders and the number of publicly traded shares of Romeo common stock to be significantly reduced. As a result, the closing of the offer can be expected to adversely affect, in a material way, the liquidity of the remaining Romeo common stock held by the public pending the consummation of the merger. Although Nikola currently expects the merger to occur on the day after the offer is completed, Nikola cannot assure you that all conditions to the merger will be satisfied in the time frame expected, or at all.

Romeo directors and executive officers potentially have interests in the transaction that differ from, or are in addition to, the interests of the Romeo stockholders generally.

You should be aware that some of the officers and directors of Romeo may be deemed to have interests in the offer and the merger that are different from, or in addition to, your interests as a Romeo stockholder. These interests may include, among others, agreements that certain officers have entered into with Romeo that provide for the acceleration of stock options, and restricted stock units in the event the officer experiences a qualifying termination of employment within a specified period following a change of control of Romeo, payments of severance benefits under Romeo’s change in control severance agreements executive officers, agreements that

certain executive officers have entered into with Nikola that provide for grants of Nikola equity awards following the effective time and certain indemnification obligations. See “The Offer—Interests of Romeo Directors and Executive Officers in the Offer and the Merger” and “Merger Agreement—Employee Matters” below for more information.

As of September 1, 2022, the directors and executive officers of Romeo and their affiliates beneficially owned approximately 3,095,012 Romeo common stock, representing approximately 1.66% of the Romeo common stock outstanding as of September 1, 2022. Concurrently with the execution of the merger agreement, on July 30, 2022, certain of Romeo’s directors and executive officers representing approximately 1.6% of the Romeo common stock then outstanding, entered into the support agreement with Nikola, solely in their capacities as stockholders of Romeo, pursuant to which they agreed, among other things, to tender all of their shares of Romeo common stock in the offer. For more information regarding the support agreement, see “Other Transaction Agreements—Support Agreement,” and such support agreement, which is filed as Exhibit 10.1 to the registration statement which this document is a part of.

Romeo stockholders will have a reduced ownership and voting interest in Nikola as compared to their ownership and voting interest in Romeo.

After consummation of the offer and merger, Romeo stockholders will own approximately 4.5% of the outstanding Nikola shares, based upon the number of outstanding Romeo common stock as of September 1, 2022, disregarding stock options, restricted stock units, performance-related stock units, and other rights to acquire shares that may be issued by Nikola pursuant to any equity award plan. Consequently, former Romeo stockholders will have less influence on the management and policies of the combined company than they currently exercise over Romeo.

Sales of substantial amounts of Nikola shares in the open market by former Romeo stockholders could depress its stock price.

Other than shares held by persons who will be affiliates of Nikola after the offer and the merger, Nikola shares that are issued to Romeo stockholders, including those shares issued upon the exercise of warrants, restricted stock units, and performance stock units, will be freely tradable without restrictions or further registration under the Securities Act. If the offer and the merger are completed and if former Romeo stockholders and Romeo employees sell substantial amounts of Nikola common stock in the public market following consummation of the offer and the merger, the market price of Nikola common stock may decrease.

Holders of Romeo common stock and holders of Nikola common stock will not be entitled to appraisal rights in the merger.

Section 262 of the DGCL provides that stockholders have the right, in some circumstances, to dissent from certain corporate actions and to instead demand payment of the fair value of their shares. Stockholders do not have appraisal rights with respect to shares of any class or series of stock if such shares of stock, or depositary receipts in respect thereof, are either (a) listed on a national securities exchange or (b) held of record by more than 2,000 holders, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing.

Therefore, because shares of Romeo common stock are listed on NYSE, and the offer consideration consists of only shares of Nikola common stock, which are listed on Nasdaq, holders of Romeo common stock are not entitled to appraisal rights in the offer or the merger with respect to their shares of Romeo common stock. In addition, because the merger is of Romeo with a subsidiary of Nikola and holders of Nikola common stock will continue to hold their shares following completion of the merger, holders of Nikola common stock are not entitled to appraisal rights in connection with the offer or the merger with respect to their shares of Nikola common stock. See “The Offer—No Appraisal Rights.”

Litigation relating to the offer or the merger could require Nikola to incur significant costs and suffer management distraction, as well as to delay and/or enjoin the merger.

In connection with the merger agreement and the transactions contemplated thereby, as of September 23, 2022, six purported class action lawsuits have been filed. On September 1, 2022, a purported stockholder of Romeo filed a lawsuit against Romeo and members of its Board of Directors in the United States District Court for the Central District of California, captioned Rushing v. Romeo Power, Inc., No. 8:22-cv-01641. On September 2, 2022, a stockholder of Romeo filed a lawsuit in the United States District Court for the Central District of California, captioned Cataldi v. Romeo Power, Inc., et al., No. 8:22-cv-01642. On September 8, 2022, a purported stockholder of Romeo filed a lawsuit in the United States District Court for the Southern District of New York, captioned Wilhelm v. Romeo Power, Inc., No. 1:22-cv-07662. On September 8, 2022, a purported stockholder of Romeo filed a lawsuit in the United States District Court for the District of Delaware, captioned Wheeler v. Romeo Power, Inc., No. 1:22-cv-01182. On September 9, 2022, a purported stockholder of Romeo filed a lawsuit, in the United States District Court for the Southern District of New York, captioned Ryan v. Romeo Power, Inc., et al., No. 1:22-cv-07734. On September 13, 2022, a purported stockholder of Romeo filed a lawsuit in the United States District Court for the Central District of California, captioned Grinberger v. Romeo Power, Inc., et al., No. 8:22-cv-01678.

The lawsuits allege that Romeo and its Board of Directors made materially incomplete and misleading statements in its Solicitation/Recommendation Statement on Schedule 14D-9 regarding the Offer. Specifically the lawsuits allege that Romeo and its Board of Directors violated Sections 14(d)(4), 14(e) and 20(a) of the Exchange Act, as amended, and Rule 14d-9 promulgated under the Exchange Act, and asserts claims challenging the adequacy of the disclosures regarding the sales process leading up to the proposed transaction, Romeo’s and Nikola’s financial projections, the interests of Romeo’s senior management and Board of Directors, and Morgan Stanley’s financial analysis.

The lawsuits seek, among other things, injunctive relief to enjoin the Offer, rescission and rescissory damages should the Offer be consummated, an injunction directing the Board of Directors to comply with the Exchange Act, and an award of attorney’s and expert fees and expenses. Nikola and Offeror are not named as parties to the lawsuits.

As of September 23, 2022, Romeo had also received five stockholder demand letters, which generally seek that certain allegedly omitted information in the Schedule 14D-9 be disclosed, and one books and records demand letter, which generally seeks information in connection with a purported stockholder’s investigation of, among other things, (i) the events leading to the execution of the merger agreement, (ii) the independence and disinterestedness of certain members of Romeo’s board of directors and management, and (iii) whether wrongdoing, mismanagement, and/or material non-disclosure has taken place.

Nikola and Romeo could be subject to additional demands or litigation related to the offer and the merger. Such actions may create uncertainty relating to the offer or the merger, and responding to such demands and defending such actions may be costly and distracting to management.

The merger agreement contains provisions that limit Romeo’s ability to pursue alternatives to the merger, could discourage a potential competing acquirer of Romeo from making a favorable alternative transaction proposal and, in specified circumstances, could require Romeo to pay a substantial termination fee to Nikola.

The merger agreement contains provisions that make it more difficult for Romeo to be acquired by any person other than Nikola. The merger agreement contains certain provisions that restrict Romeo’s ability to, among other things, initiate, seek, solicit, knowingly facilitate, knowingly encourage, knowingly induce or knowingly take any other action reasonably expected to lead to, or engage in negotiations or discussions relating to, or approve or recommend, any third-party acquisition proposal. Failure to abide by these terms may constitute a breach of the merger agreement, resulting in Nikola’s termination of the agreement, and may result in Romeo being required to pay a termination fee to Nikola.

In certain other circumstances, upon termination of the merger agreement, Romeo would be required to pay a termination fee of $3.5 million to Nikola. For further discussion, see the section entitled “Merger Agreement—Termination of the Merger Agreement” beginning on page 107.

These provisions could discourage a potential third-party acquirer or merger partner that might have an interest in acquiring all or a significant portion of Romeo or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the value proposed to be paid in the merger. In particular, the termination fee, if applicable, would be substantial, and could result in a potential third-party acquirer or merger partner proposing to pay a lower price to Romeo stockholders than it might otherwise have proposed to pay absent such a fee.

If the merger agreement is terminated and Romeo determines to seek another business combination, Romeo may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

Uncertainty during pendency of the offer and the merger may cause suppliers, customers or other business partners to delay or defer decisions concerning Nikola and/or Romeo or re-negotiate agreement with Nikola and/or Romeo, and completion of the offer and the merger could cause suppliers, customers and other business partners to terminate or re-negotiate their relationships with the combined company.

In connection with the pendency of the merger, it is possible that some customers, distributors, suppliers, and other collaboration and strategic partners with whom Nikola and/or Romeo has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Nikola or Romeo, as the case may be, as a result of the merger or otherwise, which could negatively affect Nikola’s or Romeo’s respective revenues, or cash flows, as well as the market price of Nikola common stock or Romeo common stock, regardless of whether the merger is completed.

Romeo and Nikola are subject to contractual restrictions while the transactions are pending, which could adversely affect each party’s business and operations.

Under the terms of the merger agreement, Romeo is subject to certain restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including, but not limited to, the ability to amend its organizational documents, pay or accrue dividends, acquire or dispose of assets, incur or guarantee indebtedness, make capital expenditures, or issue securities. Such limitations could adversely affect Romeo’s business and operations prior to the completion of the merger.

Under the terms of the merger agreement, Nikola is subject to a more limited set of restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to amend its organizational documents, or pay dividends or distributions on its capital stock. Such limitations could adversely affect Nikola’s business and operations prior to the completion of the merger.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger. For further discussion, see the sections entitled “Merger Agreement —Covenants; Conduct of Business Pending the Merger” beginning on page 97.

Risks Related to the Combined Company After Completion of the Offer and Merger

Nikola may be unable to successfully integrate the businesses of Romeo into Nikola and may fail to realize all of the anticipated benefits of the offer and the merger or those benefits may take longer to realize than expected.

The merger involves the integration of Romeo’s business into Nikola. Even though Romeo is a current supplier of battery modules which it in turn assembles into battery packs designed by Nikola, both companies have

previously operated independently and manufacture different products. The success of the merger will depend, in part, on Nikola’s ability to successfully combine and integrate the businesses of Romeo into Nikola, Nikola’s ability to learn how to manufacture and manage Romeo’s battery products, and realize the anticipated benefits, including synergies, cost savings, innovation opportunities and operational efficiencies, from the merger, in a manner that does not materially disrupt existing customer, supplier and employee relations. If Nikola is unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, and the value of Nikola common stock may decline.

The integration of Romeo’s business into Nikola’s business may result in material challenges, including, without limitation:

•

the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or both of the companies as a result of the devotion of management’s attention to the merger;

•

managing a larger and more complex combined business;

•

expanding operations to manufacture Romeo’s battery products and overcoming Nikola’s lack of manufacturing experience related to such products;

•

maintaining employee morale, retaining key employees and the possibility that the integration process and potential organizational changes may adversely impact the ability to maintain employee relationships;

•

retaining existing business and operational relationships, including suppliers, collaboration partners, employees and other counterparties, as may be impacted by contracts containing consent and/or other provisions that may be triggered by the merger;

•

risks related to Romeo’s existing customer contracts;

•

the integration process not proceeding as expected, including due to a possibility of faulty assumptions or expectations regarding the integration process or Nikola’s or Romeo’s operations;

•

consolidating corporate, administrative and compliance infrastructures and eliminating duplicative operations;

•

coordinating geographically separate organizations;

•

unanticipated issues in integrating information technology, communications and other systems; and

•

unforeseen expenses, costs, liabilities or delays associated with the merger or the integration.

Many of these factors will be outside of Nikola’s control, and any one of them could result in delays, increased costs, decreases in the amount of expected cost savings or synergies and diversion of management’s time and energy, which could materially affect Nikola’s financial position, results of operations and cash flows.

Due to legal restrictions, Nikola and Romeo are currently permitted to conduct only limited planning for the integration of the two companies following the merger and have not yet determined the exact nature of how the businesses and operations of Romeo will be combined into Nikola after the merger. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.

The Nikola common stock to be received by Romeo stockholders upon completion of the merger will have different rights from shares of Romeo common stock.

Upon completion of the merger, Romeo stockholders will no longer be stockholders of Romeo, but will instead become stockholders of Nikola and their rights as Nikola stockholders will be governed by the terms of Nikola’s certificate of incorporation and bylaws. The terms of Nikola’s certificate of incorporation and bylaws are in some respects materially different than the terms of Romeo’s certificate of incorporation and bylaws, which currently govern the rights of Romeo stockholders.

For a more complete description of the different rights associated with shares of Romeo common stock and shares of Nikola common stock, see “Comparison of Stockholder Rights” beginning on page 134.

The future results of Nikola may be adversely impacted if Nikola does not effectively manage its battery pack production following the completion of the merger.

Following the completion of the merger, Nikola will manufacture a component that they have not manufactured before. As a result, Nikola may require a higher level of overhead than currently anticipated. Nikola’s ability to successfully manage the expanded business will depend, in part, upon management’s ability to design and implement strategic initiatives that address not only the integration of Romeo into Nikola, but also the increased scope of the combined business with its associated increased costs and complexity. There can be no assurances that Nikola will be successful in manufacturing battery packs or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the merger.

Nikola may be unable to successfully manufacture Romeo’s battery products or integrate Romeo’s related operations into its business, which could materially adversely affect Nikola’s business, prospects, financial condition and operating results.

Nikola is not in the business of and has never manufactured battery packs in its operating history. The manufacturing process of battery products is complex, highly technical can be subject to supply chain disruptions and component shortages. The machinery involved in the manufacturing of battery products consists of many components that are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations. Nikola will have to learn how to operate software and hardware that is highly technical and complex. Such hardware and software may require modification and updates over the life of a battery pack and may contain, errors, bugs or vulnerabilities, which Nikola may not know how to properly respond to. Due to the high energy density inherent in lithium-based batteries, the manufacturing process can pose certain safety risks, including the risk of fire and accidents causing death, personal injury or property damage can occur, such safety risks are heightened to due Nikola’s lack of experience in manufacturing such products. Since Romeo is dependent on a single manufacturing facility, if such facility becomes inoperable due to any of these risks, Nikola will not be able to produce any battery products. If Nikola fails to learn how to successfully manufacture Romeo’s battery products, incurs delays in production or manufactures battery products containing defects or any other failure of the battery products, it can result in the reputation of Nikola being harmed, delivery delays, product recalls, negative publicity, product liability claims, as well as materially adversely affect Nikola’s business, prospects, financial condition and operating results. The occurrence of any one of these events can ultimately disrupt or delay the production of Nikola’s trucks as Nikola utilizes Romeo’s battery products as a component in its trucks.

In addition, the lithium-based battery industry is characterized by changing technologies, evolving industry standard and is extremely competitive. If Nikola is unable to adapt to these evolving technologies and industry standards, the battery products may be rendered obsolete or Romeo’s competitors may be able to respond faster to such changes in the industry. As a result, the time and cost of the production of lithium-based battery products may detract from Nikola’s anticipated benefits of the merger, which would materially adversely affect Nikola’s business, prospects, financial condition and operating results.

Nikola will need additional capital to execute its business plan. If Nikola cannot raise additional funds when needed, Nikola’s operations and prospects could be negatively affected.

The design, manufacture, lease, sale and servicing of vehicles and related hydrogen fueling stations is capital-intensive. Nikola expects that it will have sufficient capital to fund Nikola’s planned operations for the next 12 months. However, after giving effect to the merger, Nikola will require substantial additional capital to develop its products and services and fund operations for the foreseeable future. Nikola will need to raise additional capital to scale our manufacturing and roll out its hydrogen fueling stations. Nikola may raise additional funds

through the issuance of equity, equity related or debt securities, strategic partnerships, licensing arrangements, or through obtaining credit from government or financial institutions. This capital will be necessary to fund Nikola’s ongoing operations, continue research, development and design efforts, improve infrastructure, introduce new vehicles and build hydrogen fueling stations. Nikola cannot be certain that additional funds will be available to it on favorable terms when required, or at all. Nikola’s success in raising additional capital may be significantly affected by general market conditions, the market price of its common stock, Nikola’s financial condition, uncertainty about the future commercial success of its current products and services, the development and commercial success of future products or services, regulatory developments, the status and scope of its intellectual property, any ongoing litigation, its compliance with applicable laws and regulations and other factors. If Nikola raises funds by issuing equity securities, dilution to Nikola’s stockholders would result and the market price of its common stock could be depressed. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings, if available, could impose significant restrictions on Nikola’s operations. If Nikola raises funds through collaborations and licensing arrangements, Nikola might be required to relinquish significant rights to its technologies or products, or grant licenses on terms that are not favorable to Nikola.

If Nikola cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially adversely affected. In addition, sales of a substantial number of shares of Nikola’s common stock in the public market or the perception that these sales might occur, including pursuant to Nikola’s existing equity lines of credit, could depress the market price of our common stock and could impair its ability to raise capital through the sale of additional equity securities.

Uncertainties associated with the merger may cause a loss of key Romeo employees, which could adversely affect the future business and operations of Nikola following completion of the merger.

Nikola’s success after the completion of the merger will depend in part upon the ability of Nikola to retain certain key knowledge and employees of Romeo. Prior to and following completion of the merger, certain employees of Romeo may experience uncertainty about their roles within Nikola following the completion of the merger, which may have an adverse effect on the ability of Nikola to retain those employees and their important knowledge regarding Romeo’s operations and products. In addition, no assurance can be given that Nikola, after the completion of the merger, will be able to retain or replace any key employees who depart from Nikola.

Completion of the merger will trigger change in control or other provisions in certain agreements to which Romeo is a party, which may have an adverse impact on Nikola’s business and results of operations following completion of the merger.

The completion of the merger may trigger change in control and other provisions in certain agreements to which Romeo is a party. If Nikola or Romeo is unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or equitable remedies. Even if Nikola and Romeo are able to negotiate consents or waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Romeo or the combined company. Any of the foregoing or similar developments may have an adverse impact on Nikola’s business and results of operations following completion of the merger.

Nikola’s and Romeo’s actual financial positions and results of operations may differ materially from the unaudited pro forma financial information included in this document, and the projected financial information of Romeo included in this document is inherently subject to uncertainties.

The pro forma financial information contained in this document is presented for illustrative purposes only and may differ materially from what Nikola’s actual financial position or results of operations would have been had the transactions been completed on the dates indicated. The pro forma financial information has been derived from the historical financial statements of Nikola and Romeo, and certain adjustments and assumptions have

been made regarding the combined company after giving effect to the transactions. The assets and liabilities of Romeo have been measured at fair value based on various preliminary estimates using assumptions that Nikola management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company’s financial position and future results of operations.

The financial analyses and prospective financial information considered by Romeo and its financial advisor may not be realized.

While the financial analyses and prospective financial information utilized by Romeo and its financial advisor in connection with the offer and merger and summarized in this prospectus/offer to exchange were prepared in good faith based on information available at the time of preparation, no assurances can be made regarding future events or that assumptions made in preparing such analyses will accurately reflect future conditions. In preparing such financial analyses and prospective financial information, the Romeo and its financial advisor made assumptions regarding, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant uncertainties and contingencies including, among others, risks and uncertainties described or incorporated by reference in this section and the section entitled “Cautionary Note Regarding Forward-Looking Statements” of this prospectus/offer to exchange, all of which are difficult to predict and many of which are beyond the control of Romeo and Nikola. There can be no assurance that the underlying assumptions or project results will be realized, and actual results will likely differ materially, from those reflected in the financial analyses and prospective financial information, whether or not the offer and the merger are completed. As a result, the financial analyses and prospective financial information cannot be considered predictive of actual future operating results, and this information should not be relied on as such. In addition, since such financial analyses and prospective financial information covers multiple years, the information by its nature becomes less predictive with each successive year.

The market price of Nikola common stock after the merger is completed may be affected by factors different from those affecting the price of Nikola or Romeo common stock before the merger is completed.

Upon completion of the merger, holders of Romeo common stock will be holders of common stock of Nikola. As the businesses of Nikola and Romeo are different, the results of operations as well as the price of Nikola common stock may, in the future, be affected by factors different from those factors affecting Romeo as an independent stand-alone company. Nikola will face additional risks and uncertainties that Romeo may currently not be exposed to as an independent company. As a result, the market price of Nikola common stock may fluctuate significantly following completion of the merger. For a discussion of the businesses of Nikola and Romeo and of some important factors to consider in connection with those businesses, see the documents incorporated by reference into this prospectus/offer to exchange and referred to under “Where You Can Find More Information” beginning on page 147.

The market price of Nikola common stock may decline as a result of the merger.

The market price of Nikola common stock may decline as a result of the merger if, among other things, the operational cost savings estimates in connection with the integration of Romeo’s business into Nikola are not realized, or if the transaction costs related to the merger are greater than expected. The market price also may decline if Nikola does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on Nikola’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

In addition, sales of Nikola common stock after the completion of the merger may cause the market price of Nikola common stock to decrease. Assuming a closing date of July 26, 2022 and that the last reported sale price

of Nikola common stock was equal to the Nikola stock price used for the exchange ratio, Nikola would issue approximately 22.0 million shares, including share equity awards, of Nikola common stock in connection with the merger, based on the number of outstanding shares, including equity awards, of Romeo common stock as of July 20, 2022 and the last reported sale price of Nikola common stock on July 20, 2022. Many Romeo stockholders may decide not to hold the shares of Nikola common stock they will receive in the merger. Such sales of Nikola common stock could have the effect of depressing the market price for Nikola common stock and may take place promptly following the merger.

Any of these events may make it more difficult for Nikola to sell equity or equity-related securities, dilute your ownership interest in Nikola and have an adverse impact on the price of Nikola common stock.

Risks Related to Nikola’s Business

You should read and consider the risk factors specific to Nikola’s business that will also affect the combined company after the offer and merger. These risks are described in Nikola’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as amended by the Form 10-K/A filed on March 11, 2022 and its subsequent quarterly reports filed on Form 10-Q which are incorporated by reference into this document and in other documents that are incorporated by reference into this document. See “Where You Can Find More Information” for the location of information incorporated by reference in this document.

Risks Related to Romeo’s Business

You should read and consider the risk factors specific to Romeo’s business that will also affect the combined company after the offer and merger. These risks are described in Romeo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as updated by subsequent quarterly reports on Form 10-Q which are incorporated by reference into this document and in other documents that are incorporated by reference into this document. See “Where You Can Find More Information” for the location of information incorporated by reference in this document.

THE COMPANIES

Nikola

Nikola’s vision is to be the zero-emissions transportation industry leader. Nikola plans to realize this vision through world-class partnerships, groundbreaking research and development, and a revolutionary business model.

According to the Environmental Protection Agency, or EPA, and the European Environment Agency, or EEA, the transportation industry causes an estimated 25% to 30% of U.S. and EU greenhouse gas, or GHG, emissions. While heavy-duty trucking represents less than 10% of the transportation industry by volume, it is responsible for approximately 40% of transportation industry GHG according to the International Council on Clean Transportation.

Nikola is a technology innovator and integrator, working to develop innovative energy and transportation solutions. Nikola is pioneering a business model that is intended to enable corporate customers to integrate next-generation truck technology, hydrogen fueling and charging infrastructure, and related maintenance.

Nikola believes its expertise lies in design, innovation, software, and engineering. Nikola assembles, integrates, and commissions our vehicles in collaboration with our business partners and suppliers. Nikola’s approach has always been to leverage strategic partnerships to help lower cost, increase capital efficiency and accelerate speed to market. To date, Nikola believes that it has assembled world-class partners and plans to continue to add partners where appropriate.

Nikola believes that the key differentiator of its business model is its planned hydrogen fueling ecosystem, which includes (1) hydrogen production and hydrogen procurement, (2) hydrogen distribution, and (3) hydrogen storage and dispensing. Historically, investing in alternative fuel vehicles represented a high risk for both original equipment manufacturers, or OEMs, and customers due to the uncertainty of the fueling infrastructure. Existing fuel providers have limited incentive to deploy the required resources and capital to develop an alternative fuel infrastructure due to a lack of known demand. The inability to tackle both sides of this equation has prohibited hydrogen from reaching its full potential. Nikola’s approach aims to solve this “chicken or the egg” problem, by pairing dedicated fueling demand from our FCEV trucks to the refueling infrastructure to reduce the risk of developing the infrastructure while giving our customers the assurance that fuel will be available where and when they need it. Nikola believes that this strategy could help unlock hydrogen’s potential as the fuel of the future.

For FCEV customers, Nikola may offer a bundled lease model, which would be inclusive of the cost of the truck, hydrogen fuel, and maintenance. Nikola expects that its go-to-market strategy would offer a fixed price per mile through a bundled lease to our customers, although alternative structures may be available, especially in the early stages of the FCEV roll-out. Nikola’s bundled lease model has the potential to de-risk infrastructure development by locking in fuel demand from our dedicated route customers. This locked in demand is designed to ensure high station utilization. For the BEV, Nikola plans to offer both direct sale and lease models.

traded on Nasdaq under the ticker symbol “NKLA.” Additional information about Nikola is included in documents incorporated by reference in this prospectus/offer to exchange. Please see the section entitled “Where You Can Find More Information” beginning on page 147.

Romeo

Romeo is an energy storage technology company focused on designing and manufacturing lithium-ion battery products and packs for vehicle electrification. Through Romeo’s energy dense battery products and packs, Romeo enables large-scale sustainable transportation by delivering safe, longer lasting batteries that have shorter charge times and longer life. With greater energy density, Romeo is able to create lightweight and efficient solutions that deliver superior performance and provide improved acceleration, range and durability compared to battery packs provided by its competitors. Romeo’s modules and packs are customizable and scalable and are optimized by its proprietary battery management system (“BMS”). Romeo believes that it produces superior battery products compared to its competitors by leveraging its technical expertise and depth of knowledge of energy storage systems into high performing products that fit a wide range of demanding applications.

Romeo’s also focuses on marketing mobility energy technology for medium and heavy duty commercial vehicles in Classes 4-8. Romeo has recently announced an additional focus on marine and off-highway applications. Since 2016, Romeo has been designing and building battery products, and Romeo provides enabling battery technology to key customers in the commercial electric vehicle (“EV”) industry. Romeo does not manufacture vehicles directly and is not subject to all the regulatory requirements applicable to vehicles; rather, Romeo’s role is supplying the vehicle manufacturers with the most appropriate battery products and battery technology for their specific vehicle designs and intended uses. The advantage Romeo brings to the vehicle manufacturers with whom Romeo partners is the ability to design lighter batteries with higher energy density and output, as described further below. While Romeo’s customers are subject to specific regulatory requirements for vehicle safety standards, such regulations do not directly apply to Romeo; Romeo’s products are designed to integrate into vehicles required to meet these standards. Romeo’s business is working with vehicle manufactures to provide them with the preeminent energy storage technology that works in their vehicles.

The Offeror

J Purchaser Corp., a wholly owned subsidiary of Nikola, is a Delaware corporation incorporated on July 22, 2022 for the purpose of effecting the merger. J Purchaser Corp. has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of J Purchaser Corp. are located at 4141 E Broadway Road, Phoenix, AZ 85040 and its telephone number is (480) 666-1038.

THE OFFER

General

Nikola, through the Offeror, which is a wholly owned subsidiary of Nikola, is offering to exchange for each outstanding share of Romeo common stock tendered and not validly withdrawn in the offer, 0.1186 of a share of Nikola common stock.

Romeo stockholders will not receive any fractional shares of Nikola common stock in connection with the offer or the merger. Each holder of shares of Romeo common stock will receive a number of shares of Nikola common stock equal to the total number of shares of Romeo common stock held by such holder multiplied by the exchange ratio, rounded down to the nearest whole number of shares of Nikola common stock. See “Merger Agreement—Fractional Shares.”

Purpose of the Offer and the Merger

The purpose of the offer is for Nikola to acquire control of, and ultimately the entire equity interest in, Romeo. The offer is the first step in Nikola’s plan to acquire all of the outstanding shares of Romeo common stock, and the merger is the second step in such plan. If the offer is completed, validly tendered (and not validly withdrawn) shares of Romeo common stock will be exchanged for the offer consideration, and if the merger is completed, any remaining shares of Romeo common stock that were not tendered into the offer (other than certain converted or cancelled shares, as described further in this document) will be converted into the right to receive the offer consideration. If the offer is completed, Nikola intends to promptly consummate the merger as the second step in such plan. The purpose of the merger is for Nikola to acquire all shares of Romeo common stock that it did not acquire in the offer. Upon consummation of the merger, the Romeo business will be held in a wholly owned subsidiary of Nikola, and the former Romeo stockholders will no longer have any direct ownership interest in the surviving corporation.

Background of the Offer and the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among members of Romeo’s board of directors, Romeo’s management and representatives, Nikola’s management, Nikola’s representatives, and other parties. In addition to the contacts described below, Nikola is also a customer of Romeo and the respective management teams of Romeo and Nikola are in regular contact with respect to their ongoing commercial relationship under a supply agreement dated August 28, 2020 (the “Nikola supply agreement”). Other than as described herein and for contacts in connection with their ongoing commercial relationship in the ordinary course of Romeo’s business, there have been no material contacts between Romeo and Nikola in the past two years.

The Schedule 14D-9, as amended includes additional information on the background, deliberations and other activities involving Romeo (see the section entitled “Background of the Offer and the Merger” in the Schedule 14D-9, as amended, which has been filed with the SEC and was mailed to you and other stockholders of Romeo together with this document). You are encouraged to read that section in its entirety.

Under the Nikola supply agreement, Romeo had agreed to productionize and supply certain battery packs for Nikola vehicles and Nikola had agreed to purchase a minimum quantity of such battery packs from Romeo pursuant to pricing terms set forth in the Nikola supply agreement. In the fall of 2021, Romeo fell behind the delivery schedule established pursuant to the Nikola supply agreement. In November 2021, Nikola began to explore strategic alternatives for battery pack production and sought a potential license agreement with Romeo to bring battery pack production in-house. Representatives of Morgan Stanley contacted Nikola management to gauge their interest in a strategic transaction with Romeo. On November 17, 2021, Nikola entered into a confidentiality agreement with Romeo, which contained a standstill that terminated upon the Romeo board of

directors issuing its recommendation that stockholders of Romeo tender their shares of Romeo common stock in the offer. Following discussions under the nondisclosure agreement, Romeo advised Nikola that it was not interested in negotiating a licensing agreement, and Nikola advised Romeo that it was not interested in pursuing an acquisition of Romeo at that time.

In February 2022, in order to raise additional cash for Romeo’s operations, Romeo entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), an affiliate of Yorkville Advisors.

On March 9, 2022, following a further outreach from representatives of Morgan Stanley, Nikola communicated to representatives of Morgan Stanley that it would not make a formal proposal to Romeo regarding an acquisition and would instead continue to maintain the current commercial arrangements with Romeo.

In May 2022, in order to raise additional cash for Romeo’s operations and in the event the SEPA was unavailable to Romeo, Romeo entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”), with respect to an at-the-market offering program (the “ATM program”) under which Romeo was permitted to offer and sell, from time to time at its sole discretion, shares of Romeo common stock having an aggregate offering price of up to $200,000,000 through Cowen as its sales agent. From May through June 2022, Romeo issued 34.5 million shares of Romeo common stock for cash proceeds of $23.8 million, net of costs, under the ATM program. Romeo’s last sale under the ATM program occurred on June 17, 2022, and further use of the ATM program was discontinued on June 29, 2022 in order to observe a customary “blackout period” prior to Romeo publicly announcing its financial results for its second quarter.

In May 2022, Nikola grew increasingly concerned about Romeo’s ability to deliver battery modules and packs consistently and decided to explore a potential merger with Romeo. On May 10, 2022, Nikola, through its financial advisor, Citigroup Global Markets Inc. (“Citigroup”), submitted to Romeo a non-binding proposal offering to acquire all of the outstanding Romeo common stock in an all-stock transaction at a price of $1.15 per share, implying 6.6% of Nikola’s outstanding shares post-transaction based on the trading price on the date of Nikola’s non-binding proposal. The non-binding proposal indicated that the offer was subject to the completion of due diligence and mutual agreement on an exchange ratio. The proposal did not contemplate an interim financing of Romeo by Nikola (“interim financing”). The proposal also noted that Nikola’s senior management and Nikola’s board of directors reviewed and supported the non-binding proposal, and that any final proposal would be subject to approval of Nikola’s board of directors. On such date, the closing trading price of a share of Nikola common stock was $5.57 and the closing trading price of a share of Romeo common stock was $0.96. Assuming an acquisition price of $1.15 per share of Romeo common stock, the closing trading prices implied a one-day premium of 20% and an exchange ratio of 0.2065.

On May 16, 2022, Romeo opened a virtual data room to Nikola in order to facilitate a due diligence process. Throughout May and June 2022, the parties continued diligence information exchange and related meetings.

During the course of its due diligence, Nikola became aware that Romeo would likely need to raise additional cash in the third quarter of 2022. Significant capital would be required to fund Romeo’s ongoing operations (e.g., salaries/wages), and capital expenditures (e.g., manufacturing line capital expenditures). In view of Romeo’s estimated cash as of June 30, 2022 and its projected monthly cash burn, Nikola had concerns regarding Romeo’s ability to raise sufficient capital prior to a transaction close. On May 26, 2022, Kerry A. Shiba, Chief Financial Officer of Romeo, met telephonically with Kim J. Brady, Chief Financial Officer of Nikola to discuss diligence conducted to date, Romeo’s liquidity position, forecasted liquidity, and trends and upcoming obligations with respect to customer deliveries, supplier payments and capital expenditures. The meeting was also attended by two additional members of Nikola’s corporate finance team and representatives of Citigroup. In the meeting Mr. Shiba also discussed Romeo’s planned use of the ATM program to raise additional cash for Romeo’s operations and noted that, absent any cash raised via the ATM program, Romeo only had sufficient cash to fund its operations for approximately three to four months. Mr. Shiba also stated that Romeo’s current goal was to raise approximately $30 million to $35 million from the ATM program prior to reaching its blackout period for the second quarter.

On May 31, 2022, the finance committee of the Nikola board of directors held a meeting attended by representatives of Citigroup and representatives of Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”) outside counsel to Nikola to discuss Romeo’s liquidity issues, the transaction structure generally and the general terms of a an updated proposal.

On June 2, 2022, Nikola, through Citigroup, submitted to Romeo an updated non-binding proposal to acquire all of the outstanding Romeo common stock in an all-stock transaction, offering Romeo shareholders 5.3% of Nikola’s outstanding shares post-transaction. The proposal acknowledged that Romeo expected to raise at least $30.0 million through the ATM program to support its near-term liquidity needs. On such date, the closing trading price of a share of Nikola common stock was $6.77 and the closing trading price of a share of Romeo common stock was $0.73. Illustratively, based on the closing trading price and Romeo’s capitalization as of the date of the proposal, the proposal represented an exchange ratio of 0.1650 and an offer price of $1.12 per share of Romeo common stock, implying a one-day premium of 52%. The proposal stated that the exchange ratio would be fixed upon signing of a definitive agreement to provide the existing Romeo Shareholders with 5.3% of the combined company based on Romeo capitalization at the time of signing of transaction. The proposal did not contemplate an interim financing of Romeo by Nikola.

Throughout June 2022, Romeo management, and representatives of Morgan Stanley and Latham & Watkins

continued to support Nikola’s due diligence review of Romeo, held discussions with Nikola’s financial and legal

advisors about potential transaction structures, and conducted due diligence on Nikola based on publicly available information and information provided by Nikola’s advisors.

On June 6, 2022, representatives of Morgan Stanley spoke with representatives of Citigroup and provided feedback on the updated proposal. Also on June 6, 2022, Romeo agreed to move to the confirmatory due diligence stage and Nikola proceeded to conduct confirmatory legal, human resources, insurance, customer, financial and other due diligence.

On June 8, 2022, representatives of Pillsbury, outside counsel to Nikola, and representatives of Latham & Watkins met to introduce one another and to discuss overall deal structure and process.

On June 17, 2022, Romeo convened its annual general meeting of stockholders (the “AGM”). Among other matters, Romeo’s stockholders were asked to vote on a proposal to increase the number of authorized shares of Romeo common stock from 250 million to 350 million (the “Authorized Shares Proposal”). Romeo intended to use the additional shares of Romeo common stock to raise capital necessary to continue to fund Romeo’s ongoing operating losses, working capital and capital expenditures, as Romeo’s management assessed that substantial doubt existed regarding the ability of Romeo to continue as a going concern without access to additional equity capital. The Authorized Shares Proposal failed to receive the number of votes required to pass at the originally-convened AGM, and as a result Romeo adjourned its AGM until June 30, 2022 in order to solicit additional votes.

On June 21, 2022, Romeo hosted an in-person due diligence session in Cerritos, California attended by key members of Romeo’s and Nikola’s senior management teams, including Kerry Shiba, Matthew Sant, Lauren Webb, Anne Devine, Rose Rogers and Abdul Kader El Srouji from Romeo, and Kim Brady, Britton Worthen, Mark Duchesne, Lyndon Lee and Bruna De Assis Chiosini from Nikola, in which Romeo’s senior management presented information regarding Romeo’s facility relocation and manufacturing capacity expansion, production rates, supply chain challenges, technology and product roadmap, product cost reduction initiatives and litigation matters. Representatives of Citigroup and Morgan Stanley also attended the meeting in person, and representatives of Pillsbury and Latham & Watkins attended portions of the meeting. Romeo’s management also conducted reverse diligence on Nikola during the session.

On June 24, 2022, Pillsbury circulated the initial draft of the merger agreement to Latham & Watkins. The merger agreement contemplated a “one-step” merger structure in which Romeo’s stockholders would vote on the proposed merger, as well as a “force the vote” provision requiring Romeo to proceed with any Romeo

stockholder meeting even if the Romeo board of directors rescinded its recommendation to stockholders. The merger agreement also contemplated that Romeo’s directors and executive officers would sign binding agreements to support the transaction.

On June 30, 2022, Romeo reconvened the AGM. The Authorized Shares Proposal again failed to receive the number of votes required to pass.

In late June, Nikola’s management met with its legal and financial advisors to discuss the transaction structure in light of Romeo’s potential going concern issues, including the possibility of adding debt financing and reducing the exchange ratio correspondingly.

On June 30, 2022, members of Romeo management team, including Mr. Sant, met telephonically with representatives of Latham & Watkins and representatives of Pillsbury present to discuss legal due diligence matters, particularly as they related to litigation and commercial and intellectual property.

On July 1, 2022, Latham & Watkins circulated to Pillsbury a revised draft of the merger agreement. Among other changes, the revised merger agreement removed the “force the vote” construct and also contemplated that Nikola would provide Romeo with interim financing in the form of Nikola purchasing preferred equity in Romeo.

Following Nikola’s receipt of the revised merger agreement, representatives of Morgan Stanley and representatives of Citigroup discussed the interim financing construct proposed by Romeo. Representatives of Citigroup, on behalf of Nikola, conveyed their belief that a transaction with interim financing represented a fundamentally different proposal and would require previously discussed transaction terms to be revisited.

On July 7, 2022, the Nikola board of directors met to discuss the structure of the merger and interim funding, including illustrative parameters for a term sheet from Nikola to Romeo to fund Romeo’s business through closing. The Nikola board of directors approved the new proposal and delegated to Nikola’s finance committee the authority to oversee and proceed with negotiations concerning the new proposal. Later that evening, representatives of Citigroup submitted to representatives of Romeo a revised written non-binding proposal that accounted for Nikola’s funding of Romeo between signing and closing of a transaction through a senior secured instrument, secured against Romeo’s assets and IP licenses, of up to $35 million, which would be required to be repaid immediately following a termination of the merger agreement. The proposal also offered Romeo’s shareholders 3.0% of the pro forma combined entity, based on Nikola’s fully diluted shares outstanding as of June 24, 2022. Based on closing trading price and Romeo capitalization at the time of the offer, the proposal implied an offer price of $0.42 per share. The closing trading price of a share of Nikola common stock was $5.42 and the closing trading price of a share of Romeo common stock was $0.50 as of July 7, 2022. Assuming an acquisition price of $0.42 per share of Romeo common stock, the closing trading prices implied a one-day discount of 15% and an exchange ratio of 0.078.

Additionally, on July 8, 2022, Pillsbury circulated to Latham & Watkins a revised draft of the merger agreement, which included a schedule outlining proposed terms for the interim financing. Among other changes, the revised merger agreement re-inserted the “force the vote” construct and contemplated that Romeo would reimburse Nikola’s expenses in the event that stockholders failed to approve the merger.

On July 9, 2022, Mr. Mancini, and Stephen Girsky, Chairman of the Nikola board of directors and a member of its finance committee, discussed key outstanding commercial issues, including the exchange ratio and the terms of any interim financing. Mr. Mancini conveyed to Mr. Girsky the position of the Romeo board of directors that (1) the exchange ratio proposed in Nikola’s most recent non-binding offer was insufficient, and (2) any interim financing proposal must include an element of increased pricing under the Nikola Supply Agreement with Romeo (the “Nikola supply agreement”). The discussion of alternatives and open issues continued on July 10, 2022.

On July 11, 2022, Nikola’s finance committee held a meeting attended by representatives of Citigroup, Pillsbury and other members of the Nikola management team to discuss issues, including pro forma ownership and implied offer price, an equity value cap, timing, interim funding, deal costs and deal certainty.

Also on July 11, 2022, representatives of Citigroup held a telephonic meeting with representatives of Morgan Stanley to discuss, among other things, a possible amendment to the Nikola supply agreement (hereinafter referred to as the “supply agreement amendment”) to increase pricing as a form of interim financing.

On July 12, 2022, Mr. Girsky informed Mr. Mancini that while Nikola may be able to improve its offer with respect to the exchange ratio, Nikola was not willing to offer interim financing on the terms outlined by Mr. Mancini during their discussions on July 9 and 10, 2022. Mr. Mancini then informed Mr. Girsky that Romeo would be instructed to immediately pause the production of battery packs under the Nikola supply agreement as reaching agreement on a merger transaction appeared to be unlikely and Romeo needed to take steps to preserve its liquidity.

On July 13, 2022, Romeo ceased production of battery packs under the Nikola supply agreement.

On July 13, 2022, Mr. Shiba and Mr. Brady discussed potential terms for an interim financing construct that could potentially be acceptable to both parties. Mr. Shiba explained that Romeo may be willing to consider an interim financing construct in which (1) a portion of Romeo’s interim liquidity concerns were resolved via a price increase under the Nikola supply agreement, and (2) the remainder of the interim financing was provided in the form of a secured loan that would be repayable within six months of termination of the merger agreement. From July 13 to July 18, 2022, representatives of Romeo’s management and representatives of Nikola’s management continued to negotiate the terms of interim financing.

On July 14, 2022, representatives of Citigroup and Morgan Stanley discussed the terms of the financing proposal, including discussion of limited events of default and narrow operating covenant restrictions. The supply agreement amendment pricing terms were also discussed. Also on July 14, 2022, Nikola’s finance committee held a meeting attended by representatives of Citigroup and Pillsbury Mr. Brady and other members of management.

On July 15, 2022, representatives of Morgan Stanley shared with representatives of Citigroup via email proposed terms of the interim financing proposal, including with respect to the senior secured note, liquidity support through October 31, 2022, and liquidity support after October 31, 2022, through closing or termination (in the event the closing timeline is longer than expected). On July 16, 2022, Nikola’s finance committee met to discuss the proposed terms of the interim financing. Mr. Brady and Mr. Shiba also discussed the proposed interim financing terms on July 16, 2022.

On July 18, 2022, Nikola’s finance committee met to discuss revised offer terms, including the exchange ratio and interim funding alternatives. Later on July 18, 2022, Citigroup orally conveyed to representatives of Morgan Stanley a revised offer of an all-stock transaction in which Romeo shareholders would receive 4.2% of Nikola’s outstanding shares post-transaction, implying an offer price of $0.62 per share. The proposal also contemplated that Nikola would offer interim financing consisting of: (1) up to $20.0. million in increased pricing under the Nikola supply agreement, and (2) up to $15.0 million in the form of a secured loan that would be repayable within six months of termination of the merger agreement (each amount subject to increase if the merger had not closed by the end of October 2022). On such date, the closing trading price of a share of Nikola common stock was $5.60 and the closing trading price of a share of Romeo common stock was $0.56. Assuming an acquisition price of $0.62 per share of Romeo common stock, the closing trading prices implied a one-day premium of 10% and an exchange ratio of 0.1107.

On July 19, 2022, representatives of Morgan Stanley conveyed to Citigroup a counter proposal of a transaction in which Romeo’s stockholders would receive an aggregate number of shares of Nikola common stock representing 4.9% of Nikola’s outstanding shares post-transaction.

On July 19, 2022, following a telephonic discussion between Mr. Girsky and Mr. Mancini regarding the exchange ratio, Citigroup orally conveyed to representatives of Morgan Stanley a counterproposal in which Romeo shareholders would receive 4.5% of Nikola’s outstanding shares post-transaction, implying an offer price of $0.67 per share. On such date, the closing trading price of a share of Nikola common stock was $5.64 and the closing trading price of a share of Romeo common stock was $0.57. Assuming an acquisition price of $0.67 per share of Romeo common stock, the closing trading prices implied a one-day premium of 17% and an exchange ratio of 0.1186. Representatives of Morgan Stanley and Citigroup further summarized, on behalf of their respective clients, further terms of the proposed interim financing.

On July 20, 2022, Latham & Watkins circulated to Pillsbury a revised draft of the merger agreement. Among other changes, the revised merger agreement removed Romeo’s obligation to reimburse Nikola’s expenses in the event that stockholders failed to approve the merger.

On July 21, 2022, Pillsbury circulated to Latham & Watkins a revised draft of the merger agreement. Among other changes, the revised merger agreement re-inserted the provision which contemplated that Romeo would reimburse Nikola’s expenses in the event that stockholders failed to approve the merger. Pillsbury also circulated a draft of the voting agreement to be entered into by each member of the Romeo board of directors and the Chief Executive Officer and Chief Financial Officer of Romeo.

On July 21, 2022, Mr. Shiba and Mr. Brady discussed the potential benefits of a two-step merger structure with respect to the likelihood of receiving sufficient support from stockholders to consummate the merger. Mr. Shiba suggested the parties arrange a joint meeting including proxy solicitors and outside legal counsel from both companies to discuss the topic further.

On July 22, 2022, representatives of Pillsbury sent representatives of Latham & Watkins an initial draft of the financing agreement and an initial draft of the amendment to the Nikola supply agreement.

On July 22, 2022, representatives from Latham & Watkins and Pillsbury discussed the merger agreement, including, among other things, the one-step and two-step merger structures and expense reimbursement in the event that stockholders failed to approve the merger. Also on July 22, 2022, representatives from Romeo, Okapi Partners LLC (the “Romeo proxy solicitor”), Nikola, Nikola’s proxy solicitor for its 2022 annual meeting of stockholders, Alliance Advisors, LLC, Latham & Watkins and Pillsbury discussed the structure of the proposed transaction, including the merits of a one-step merger and a two-step merger. The Romeo proxy solicitor explained the historical results of Romeo’s stockholder vote solicitations, and the parties discussed the likelihood of soliciting a majority of Romeo’s outstanding shares to vote in favor of a one-step merger versus the likelihood of a majority of Romeo’s outstanding shares being tendered in a two-step merger.

On July 23, 2022, Nikola’s finance committee held a telephonic meeting to discuss the transaction structure, including perceived tradeoffs between the one-step and two-step merger approaches.

On July 23, 2022, representatives from Latham & Watkins and Pillsbury continued to discuss, among other things, the one-step and two-step merger structures and the transaction structure’s impact on signing and closing timeline.

On July 24, 2022, Mr. Shiba and Mr. Kim discussed via email and telephone certain deal terms, including liquidity support and payment terms and reached an agreement to proceed with a two-step merger, as well as certain other business-level agreements with respect to production and pricing of battery packs under the Nikola supply agreement.

On July 24, 2022, Pillsbury confirmed to Latham & Watkins that Nikola was prepared to proceed with the two-step merger structure.

On July 24, 2022, representatives of Latham & Watkins sent representatives of Pillsbury a revised draft of the financing agreement.

On July 25, 2022, the Romeo board of directors held a meeting with representatives of Morgan Stanley and Latham & Watkins to discuss, among other items, the ongoing negotiations with Nikola and the decision to change from a one-step to a two-step merger structure.

On July 25, 2022, Romeo resumed production of battery packs under the Nikola supply agreement.

On July 25, 2022, representatives of Latham & Watkins sent representatives of Pillsbury a revised draft of the merger agreement, reflecting revisions to the transaction structure to be a two-step merger.

Between July 25 and July 30, 2022, Romeo and Nikola through their respective legal advisors continued to engage in ongoing negotiations of various definitive transaction documents, including the merger agreement, the financing agreement, the support agreement (previously the voting agreement under the one-step merger structure), and various ancillary agreements.

On July 28, 2022, Romeo’s management and Nikola’s management, together with their respective legal and financial advisors, held a conference call to resolve final outstanding issues regarding the merger agreement.

At a meeting held on July 28, 2022, Nikola’s board of directors reviewed the latest updates to the proposed merger agreement, reviewed the material terms and conditions of the proposed financing agreement and amendment to the Nikola supply agreement, and related documentation. The Nikola board of directors considered input from the finance committee, management, and Nikola’s financial and legal advisors with respect to the merger. After such review and deliberation, Nikola’s board of directors, by unanimous vote of the nine directors in attendance, approved the merger and the transactions contemplated by the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the offer and the issuance of Nikola shares in connection therewith, were advisable and fair to, and in the best interests of, Nikola and its stockholders.

On July 30, 2022, Romeo and Nikola executed the merger agreement. On August 1, 2022, before the opening of trading on the NYSE, Romeo issued a press release announcing the execution of the merger agreement.

Nikola’s Reasons for the Offer and the Merger

In reaching its decision to approve the merger agreement, the offer, the merger and the other transactions contemplated by the merger agreement, the Nikola board of directors consulted with Nikola’s management, as well as Nikola’s legal and financial advisors, and considered a number of factors, including the following factors which it viewed as supporting its decision to approve the merger agreement, the offer, the merger and the other transactions contemplated by the merger agreement (not in any relative order of importance):

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the view that the acquisition of Romeo will enable greater control over battery pack production, a critical supply component for Nikola’s trucks, and reduce the delays experienced by Nikola in receiving timely delivery of battery packs from Romeo;

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the view that greater control over battery pack will enable increased delivery rates and volumes of critical supply components for Nikola’s trucks;

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the view that the integration of Nikola and Romeo will provide opportunities for operational improvement, optimization, and cost reduction for battery packs, which are among the most expensive components of Nikola’s products;

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the view that acquiring control equipment, know-how, and intellectual property related to the manufacturing and supply of critical components of Nikola’s trucks presents an opportunity for greater efficiency;

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benefits associated with acquiring Romeo’s battery pack engineering capabilities, including expected acceleration of Nikola’s product development and improved customer experiences;

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the existing relationship and alignment among Nikola and Romeo on specific and important engineering and product design issues;

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the strength of Romeo’s engineering team;

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the expectation that the combined company would create additional growth opportunities by leveraging the respective strengths of each business, which is expected to create long-term stockholder value;

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the view that the terms and conditions of the merger agreement and the transactions contemplated therein, including the representations, warranties, covenants, closing conditions and termination provisions, are comprehensive and favorable to completing the proposed transactions;

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the fact that the merger agreement places limitations on Romeo’s ability to seek an alternative proposal and requires Romeo to pay Nikola a termination fee of up to $3.5 million if Nikola or Romeo terminates the merger agreement under certain circumstances, including if Romeo consummates or enters into an agreement with respect to a competing acquisition proposal within a certain time period;

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the anticipated short time period from announcement to completion achievable through the exchange offer structure and the expectation that the conditions to the consummation of the offer and the merger will be satisfied on a timely basis;

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the amount and form of consideration to be paid in the transaction, including the fact that the exchange ratio is fixed;

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current financial market conditions and the current and historical market prices and volatility of, and trading information with respect to, shares of Nikola common stock and Romeo common stock;

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the Nikola board of directors’ and Nikola’s management’s familiarity with the business operations, and prospects of Romeo and the scope and results of the due diligence investigation of Romeo conducted by Nikola;

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the entry into the tender and support agreement by certain stockholders of Romeo, pursuant to which they agreed, among other things, to tender and exchange all of their shares of Romeo common stock prior to the expiration of the offer, subject to certain terms and conditions, and

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Romeo’s management’s recommendation in favor of the offer and the merger.

The Nikola board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the transaction, including the following (not in any relative order of importance):

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the risk that the potential benefits of the acquisition may not be fully or even partially achieved, or may not be achieved within the expected time frame;

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Risks related to Romeo’s financial condition, its need for additional capital and its ability to continue as a going concern, as well as the risk that the financial support provided through the execution of the loan and security agreement and supply agreement amendment among Nikola and Romeo will not provide sufficient support for Romeo to survive until the consummation of the merger;

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costs associated with the transactions;

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the risk that the transactions may not be consummated despite the parties’ efforts or that the closing of the transactions may be unduly delayed;

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the risks associated with the occurrence of events which may materially and adversely affect the operations or financial condition of Romeo and its subsidiaries, which may not entitle Nikola to terminate the merger agreement;

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the challenges and difficulties relating to Nikola taking over the battery pack production activities of Romeo;

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the risk of diverting Nikola’s management’s focus and resources from operational matters and other strategic opportunities while working to implement the acquisition of Romeo, and other potential disruptions associated with combining the two companies;

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the effects of general competitive, economic, political and market conditions and fluctuations on Nikola, Romeo or the combined company; and

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various other risks associated with the acquisition and the businesses of Nikola, Romeo and the combined company, some of which are described under “Risk Factors.”

The Nikola board of directors concluded that the potential negative factors associated with the acquisition were outweighed by the potential benefits of completing the offer and the merger. Accordingly, the Nikola board of directors approved the merger agreement, the offer, the merger and the other transactions contemplated by the merger agreement.

The foregoing discussion of the information and factors considered by the Nikola board of directors is not intended to be exhaustive, but includes the material positive and negative factors considered by the Nikola board of directors. In view of the variety of factors considered in connection with its evaluation of the acquisition, the Nikola board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. In addition, individual directors may have given different weights to different factors. The Nikola board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Nikola board of directors based its determination on the totality of the information presented.

Romeo’s Reasons for the Offer and the Merger; Recommendation of the Romeo Board of Directors

Romeo’s board of directors, acting with the advice and assistance of its outside legal and financial advisors and the senior management of Romeo, considered a number of substantive factors, both positive and negative, and evaluated and negotiated the merger agreement and the transactions contemplated thereby, including the offer and merger, and after careful and thorough consideration, on July 30, 2022, the Romeo’s board of directors, among other things, unanimously:

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determined that, after a lengthy, broad and comprehensive evaluation of strategic alternatives and based in part of the view of Morgan Stanley, the merger agreement and the transactions contemplated thereby, including the offer and the merger are fair to, and in the best interests of, Romeo and its stockholders;

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determined that it is in the best interests of Romeo and its stockholders and declared it advisable to enter into the merger agreement;

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approved the execution and delivery by Romeo of the merger agreement, the performance by Romeo of its covenants and agreements contained in the merger agreement and the consummation of the offer, the merger and the other transactions contemplated by the merger agreement upon the terms and subject to the conditions contained in the merger agreement; and

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resolved to recommend, and recommended, that Romeo’s stockholders accept the offer and tender their shares of Romeo common stock to Nikola in the offer.

Accordingly, the Romeo board of directors unanimously recommends that Romeo’s stockholders tender their shares of Romeo common stock pursuant to the offer.

In considering the recommendations of Romeo’s board of directors with respect to the offer and merger, you should be aware that executive officers and directors have certain interests in the offer and merger that may be different from, or in addition to, the interests of Romeo’s stockholders generally. Romeo’s board of directors was aware of these interests and considered them, among other matters, in evaluating the merger agreement and the transactions contemplated thereby, including the offer and merger and in making its decision to recommend that Romeo’s board of directors adopt and approve the merger agreement and the transactions contemplated thereby, including the offer and merger. Romeo’s board of directors believes that the merger agreement and the transactions contemplated thereby, including the offer and merger, are fair to Romeo’s stockholders.

In evaluating the merger agreement and the transactions contemplated thereby, including the offer and merger, and making the decisions, determinations and recommendations described above, Romeo’s board of directors considered, among other things, the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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the current and historical market prices of Romeo common stock, taking into account the market performance of Romeo common stock relative to the common stock of other participants in the industry in which Romeo operates and general market indices;

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the current and historical market prices of the Nikola common stock, taking into account the market performance of the Nikola common stock relative to the common stock of other participants in the industry in which Nikola operates and general market indices;

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certain factors related to Nikola’s business, financial condition and results of operations as reflected in Nikola’s public disclosures and based on the reverse due diligence on Nikola conducted by Romeo’s management;

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certain factors related to Romeo’s business, financial condition and results of operations, and Romeo’s prospects and plans, including:

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the reviews undertaken by, and understandings of, Romeo’s board of directors with respect to Romeo’s business, operations, assets, financial condition, earnings, ownership structure, management, strategy, competitive position, current, historical and projected financial performance, prospects and plans, as well as the associated risks involved achieving such projections, prospects and plans;

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the reviews undertaken by, and understandings of, Romeo’s board of directors with respect to economic and market conditions and trends, as well as the challenges and uncertainty surrounding such conditions and trends, both on a historical and prospective basis, in the near term and the long term, such as:

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the nature of the industry in which Romeo operates, including anticipated industry trends and rapidly changing competitive dynamics;

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the risks and uncertainties relating to ongoing industry consolidation and competition, including the ability of Romeo to be able to compete effectively in the markets in which Romeo operates or may operate in the future without significant further investment by Romeo;

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the risks and uncertainties relating to potential increases in interest rates and the impact on debt and equity markets arising from inflationary pressures, changes in monetary policies and other factors affecting global economic activity;

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the risks and uncertainties relating to health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, which may have material adverse effects on Romeo’s business, financial position, results of operations and/or cash flows;

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the potential risks to Romeo of continuing to have publicly traded common stock, including the risks of market volatility;

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certain compliance costs and obligations imposed on Romeo as a result of having publicly traded common stock;

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the risk that, if Romeo remained an independent public company, Romeo may not have sufficient liquidity to fund its financial and operational needs, which would have a negative impact on its future stock price;

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the fact that the merger would create a vertically integrated commercial vehicle electrification company;

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the Projections prepared by Romeo’s management for, or otherwise made available to, Romeo’s board of directors; and

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certain challenges and limitations on Romeo of continuing as a standalone public company, including the execution risk associated with, and potential for business disruption and negative stock price reaction in connection with capital markets transactions.

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the fact that the offer consideration to be paid to Romeo’s stockholders would be in the form of shares of Nikola common stock, and, as such, would offer Romeo’s stockholders the ability (i) to participate in the future earnings or growth of Nikola and, indirectly, Romeo, including any potential appreciation that may be reflected in the value of the combined company (including any resulting synergies), and (ii) to attain liquidity should any such Romeo stockholder choose not to retain its shares of Nikola common stock;

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the expectation that the combined business will generate anticipated cost synergies and performance improvements of up to $350 million by 2026, which Romeo stockholders will benefit from as continuing stockholders of Nikola. Romeo’s board of directors also considered that there could be no assurance that any particular amount of such synergies and performance improvements would be achieved following completion of the merger or on the anticipated timeframe;

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the conclusions of Romeo’s board of directors that the offer and merger represents the best transaction reasonably available for Romeo stockholders in light of the foregoing factors as well as, among other things:

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the views of Romeo’s board of directors that the exchange ratio to be paid to the holders of Romeo common stock in accordance with the merger agreement represented the highest offer consideration that could reasonably be obtained;

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the premium to recent trading prices of Romeo common stock represented by the offer consideration—approximately 34% over the $0.55 per share closing price of Romeo common stock on July 29, 2022;

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the conclusion of Romeo’s board of directors that the per share exchange ratio to be paid to the holders of Romeo common stock, was more favorable to such holders than the potential value that might result from other alternatives reasonably available to Romeo, including the alternative of remaining an independent company, and other strategic or financial alternatives that might be undertaken as an independent company, in light of a number of factors, including the risks and uncertainties associated with those alternatives, and the administrative and compliance costs associated with operating Romeo as a publicly traded company;

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that Romeo’s board of directors, with the assistance of their respective independent legal and other advisors, had considered alternatives, including continuing to operate Romeo on a standalone basis, other potential value creating options or a sale to an alternative buyer, and considered the risks and uncertainties associated with such alternatives, and each respectively formed the view that no other alternatives were reasonably likely to create greater value for Romeo’s stockholders

than the offer and merger, taking into account the alternatives reasonably available to Romeo, that there was no assurance that a more favorable opportunity would arise later or through any alternative transaction, and the risk of execution, as well as business, competitive, industry and market risks (as more fully described under “The Offer—Background of the Offer and the Merger”);

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the conclusions of Romeo’s board of directors that, after a thorough process, including extensive outreach to and negotiations with potential buyers, with the assistance of experienced independent legal and financial advisors, Romeo obtained the best terms and highest price that Nikola is willing to pay for Romeo, none of the other potential buyers contacted in the extensive outreach process was able to put forth an actionable proposal that would permit Romeo to continue to operate with sufficient liquidity and credit to fund ongoing operations, and that further negotiations would have created a risk of causing Nikola to abandon the offer and merger altogether or materially delay the entry into definitive transaction agreements with respect to the offer and merger;

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the significant possibility that Romeo would not have sufficient liquidity available from its cash balances and available financing arrangements to continue its operations during the third and fourth quarter of the 2022 fiscal year, leading to Romeo’s expression of substantial doubt that it will be able to continue operations as a going concern;

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the fact that Nikola would provide Romeo with (i) up to $30.0 million (subject to certain incremental increases of up to $20.0 million) of interim financing, and (ii) up to $20 million of a temporary battery pack delivery price increase in order to support its operations pending the closing of the merger;

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the likelihood that Nikola would be able to finance the interim financing and the combined business given Nikola’s financial resources and financial profile;

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the results of the due diligence investigation that Romeo senior management conducted with the assistance of its advisors on Nikola with respect to certain matters and capabilities of Nikola and its management;

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the fact that since the public announcement of the merger agreement, none of Romeo, Nikola, Romeo’s board of directors, nor any of their respective independent legal and financial advisors, as applicable, has received any inbound inquiries from third parties related to potential alternative acquisition proposals; and

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the reviews undertaken by Romeo’s board of directors of the merger agreement and the structure of the transactions contemplated thereby, including, among others, the specific financial and other terms and conditions set out below.

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the terms of the merger agreement permitting Romeo to receive unsolicited Acquisition Proposals (with such term as defined in the merger agreement) that do not result from any breach of the non-solicitation obligations in the merger agreement, and the other terms and conditions of the merger agreement, including:

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that Romeo may, in certain circumstances (i) furnish any information or access thereto to any third party making such an Acquisition Proposal and its representatives and potential financing sources and (ii) participate or engage in negotiations or discussions with such third party and its representatives and potential financing sources regarding such Acquisition Proposal;

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that Romeo’s board of directors may, in certain circumstances, make a Romeo’s board of directors Adverse Recommendation Change (with such term as defined in the merger agreement), including in response to (i) an Intervening Event (with such term as defined in the merger agreement), or (ii) a bona fide written Acquisition Proposal that Romeo’s board of directors determines constitutes a Superior Offer (with such term as defined in the merger agreement); and

in each case, subject to and in accordance with the terms and conditions of the merger agreement.

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the likelihood of the offer and merger being completed, based on, among other matters:

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Romeo’s ability, under circumstances specified in the merger agreement, to seek specific performance of Nikola’s obligation to cause the offer and merger to occur;

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the requirement that Nikola and Offeror use their respective reasonable best efforts to obtain the regulatory approvals required to consummate the offer and merger, subject to and in accordance with the terms and conditions of the merger agreement; and

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the likelihood and anticipated timing of completing the proposed merger in light of the scope of the conditions to completion, including that there were no anticipated substantive issues expected in connection with the required regulatory approvals;

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other terms and conditions of the merger agreement, including:

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the conclusions of Romeo’s board of directors that the Termination Fee (with such term as defined in the merger agreement) is reasonable in light of, among other matters, the benefit of the offer and merger to Romeo’s stockholders, the size of such termination fee in similar transactions and the enterprise value of Romeo;

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the terms of the merger agreement providing Romeo sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the offer and merger or the termination of the merger agreement;

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Romeo’s ability, under circumstances specified in the merger agreement, to seek specific performance to prevent certain breaches of the merger agreement by Nikola and Offeror; and

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the scope of the representations, warranties and covenants being made by Romeo and Nikola.

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the fact that Morgan Stanley rendered to Romeo’s board of directors its July 28, 2022 oral opinion, which was confirmed by delivery of a written opinion, dated July 30, 2022, to the effect that as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Morgan Stanley in preparing its opinion, the exchange ratio was fair, from a financial point of view, to Romeo’s stockholders (as more fully described under “The Offer—Opinion of Romeo’s Financial Advisor”). The full text of the written opinion of Morgan Stanley, dated July 30, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Morgan Stanley in preparing its opinion, is attached hereto as Annex B and is incorporated herein by reference;

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the fact that the offer and merger, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and as such generally no gain or loss should be recognized by Romeo stockholders for U.S. federal income tax purposes in connection with the exchange of Romeo common stock for shares of Nikola common stock pursuant to the offer or the merger;

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the fact that the officers and directors of Romeo, who hold approximately 1.6% of Romeo’s outstanding common stock, have duly executed and entered into a support agreement, pursuant to which they have agreed to tender their shares of Romeo common stock in the offer, subject to and in accordance with the terms and conditions of the support agreement; and

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the fact that the support agreement terminates in the event that the merger agreement is validly terminated in accordance with its terms, as more fully described in the section titled “Other Transaction Agreements—Support Agreement”.

also considered, among other things, certain countervailing factors, including the following uncertainties, risks and other potentially negative factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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that, following the completion of the offer and merger, Romeo will no longer exist as an independent public company;

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the fact that because the exchange ratio is a fixed ratio of shares of Nikola common stock to shares of Romeo common stock, Romeo stockholders could be adversely affected by a decrease in the trading price of shares of Nikola common stock during the pendency of the merger, and the fact that the merger agreement does not provide Romeo with a price-based termination right or other similar protection. Romeo’s board of directors determined that this structure was appropriate and the risk acceptable in view of factors such as Romeo’s board of directors review of the relative intrinsic values and financial performance of Romeo and Nikola;

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the risk that the transactions contemplated by the merger agreement, including the offer and merger may not be consummated in a timely manner or at all, for a variety of reasons, and the consequences thereof, including (i) the potential loss of value to Romeo’s stockholders, including the reduction of the trading price of Romeo common stock (ii) the potential negative impact on the operations and prospects of Romeo, including the risk of loss of key personnel and certain key members of senior management, and (iii) the market’s perception of Romeo’s prospects could be adversely affected if such transactions were delayed or were not consummated;

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the possible effects of the pendency or consummation of the transactions contemplated by the merger agreement, including the potential for suits, actions or proceedings in respect of the merger agreement or the transactions contemplated by the merger agreement, the risk of any loss or change in the relationship of Romeo and its subsidiaries with their respective employees, agents, customers and other business relationships, and any possible effect on Romeo’s ability to attract and retain key employees, including that certain key members of senior management might choose not to remain employed with Romeo prior to the completion of the offer and merger;

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the requirement that Romeo conduct its business in the ordinary course prior to completion of the merger and subject to specified restrictions unless Nikola provides its prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), which might delay or prevent Romeo from undertaking certain business opportunities that might arise pending completion of the merger. Romeo’s board of directors also considered that these restrictions were customary and acceptable;

•

the risk that the potential cost synergies and performance improvements sought in the merger will not be realized or will not be realized within the expected time period, the risk associated with the integration by Nikola of Romeo and the fact that the analyses and projections on which Romeo’s board of directors made its determinations are estimates and therefore uncertain;

•

the risk of incurring substantial expenses related to the offer and merger, including in connection with any litigation that may arise in the future;

•

that Romeo’s directors, officers and employees have expended and will expend extensive efforts attempting to complete the transactions contemplated by the merger agreement and such persons have experienced and will experience significant distractions from their work during the pendency of such transactions and that Romeo has incurred and will incur substantial costs in connection with such transactions, even if such transactions are not consummated;

•

the restrictions imposed by the merger agreement on Romeo’s solicitation of acquisition proposals from third parties, and that prospective bidders may perceive Nikola’s right under the merger agreement to negotiate with Romeo to match the terms of any Superior Offer prior to Romeo being able to terminate the merger agreement and accept a Superior Offer to be a deterrent to making alternative proposals;

•

the possibility that Romeo may be required to pay Nikola a Termination Fee of $3 million and expense reimbursement of up to $1.75 million in cash under certain circumstances;

•

the restrictions placed on the conduct of Romeo’s business prior to the completion of the offer and merger pursuant to the terms of the merger agreement, which could delay or prevent Romeo from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Romeo absent the pending completion of the offer and merger.

Romeo’s board of directors concluded that, overall, the potentially positive factors outweighed the uncertainties, risks and potentially negative factors relevant to the merger agreement and the transactions contemplated thereby, including the offer and merger. Accordingly, Romeo’s board of directors determined that the merger agreement and the transactions contemplated thereby, including the offer and merger are advisable, fair to, and in the best interests of, Romeo and Romeo’s stockholders. The Romeo board of directors did not elect to form a special committee of disinterested members of the Romeo board of directors to evaluate the advisability and fairness of the merger agreement and the transactions contemplated thereby.

Accordingly, Romeo’s board of directors unanimously recommends that Romeo’s stockholders tender their shares of Romeo common stock pursuant to the offer.

Romeo’s board of directors is not aware of any firm offer for a merger, sale of all or a substantial part of Romeo’s assets, or a purchase of a controlling amount of Romeo securities having been received by Romeo from anyone other than a filing person in the 2 years preceding the signing of the merger agreement.

The foregoing discussion is not exhaustive, but is intended to summarize the material information and factors considered by Romeo boarding their consideration of the merger agreement and the transactions contemplated thereby, including the offer and merger. Romeo’s board of directors reached the decision to approve the entry into the merger agreement and recommend its adoption by Romeo’s stockholders in light of the factors described above and other factors that Romeo’s board of directors believed were appropriate. In view of the variety of factors, the complexity of these matters and the quality and amount of information considered, Romeo’s board of directors did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations. In addition, each of the directors of Romeo’s board may have given different weight to different factors. Romeo’s board of directors conducted an overall review of the factors described above, including through discussions with Romeo’s management and their respective legal and financial advisors, and considered the factors overall to be favorable to, and to support, their decisions, determinations and recommendations. It should be noted that this explanation of the reasoning of Romeo’s board of directors and certain information presented in this section is forward looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Certain Unaudited Prospective Financial Information

Except for annual revenue guidance, Romeo does not as a matter of course make public projections as to future revenues, earnings or other results. However, management of Romeo prepared unaudited prospective financial information relating to Romeo on a stand-alone basis set forth below to present Romeo’s potential future growth and performance. The unaudited prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants with respect to projected financial information, but, in the view of Romeo’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of Romeo management’s knowledge and belief, the expected course of action and the expected future financial performance of Romeo. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus/offer to exchange are cautioned not to place undue reliance on the prospective financial information.

Neither Romeo’s nor Nikola’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the unaudited prospective financial information.

The unaudited prospective financial information was, in general, prepared solely for Romeo’s internal use and is subjective in many respects and therefore subject to interpretation. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made by the management of Romeo with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to Romeo’s business, all of which are difficult to predict and many of which are beyond Romeo’s control. Many of these assumptions are subject to change and may have a material impact on the unaudited prospective financial information. The unaudited prospective financial information does not reflect revised prospects for Romeo’s business or Nikola’s business, changes in general business, economic, market and financial conditions or any other transaction, event or impact that has occurred or that may occur and that was not anticipated at the time such prospective financial information was prepared. As a result, there can be no assurance that the results reflected in the unaudited prospective financial information will be realized or that actual results will not materially vary from this unaudited prospective financial information. In addition, because the unaudited prospective financial information of Romeo covers multiple years, such information by its nature becomes less predictive with each successive year. Therefore, the inclusion of the unaudited prospective financial information in this prospectus/offer to exchange should not be relied on as necessarily predictive of actual future events nor construed as financial guidance.

The prospective financial information presented below should be read in light of the risks described under “Risk Factors” beginning on page 33 in this prospectus/offer to exchange and the risk factors described in Romeo’s most recent SEC filings for additional risk factors with respect to Romeo’s business. See “Where You Can Find More Information” beginning on page 147 of this prospectus/offer to exchange. As all prospective financial information is forward-looking in nature, it is expressly qualified in its entirety by the “Forward-Looking Statements” in Romeo’s most recent SEC filings and the Schedule 14D-9, as amended.

Accordingly, neither Romeo’s nor Nikola’s independent registered public accounting firm, nor any other independent accountants, provide any form of assurance with respect thereto for the purpose of this prospectus/offer to exchange. Any report of Romeo’s independent registered public accounting firm incorporated by reference in this prospectus/offer to exchange relates to Romeo’s previously issued historical financial statements. Such report does not extend to the prospective financial information in this prospectus/offer to exchange and should not be read to do so.

The unaudited prospective financial information includes non-GAAP financial measures, such as EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”) and cash flow from operations less capital expenditures (“Free Cash Flow”), which were presented because Romeo’s management believed they could be useful indicators of Romeo’s projected future operating performance. Romeo management prepared the unaudited prospective financial information on a non-GAAP basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Romeo may not be comparable to similarly titled amounts used by other companies. Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures under SEC rules and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Morgan Stanley for purposes of its financial analysis as described in “Opinion of Romeo’s Financial Advisor” beginning on page 63 of this prospectus/offer to exchange or the Romeo board of directors in connection with its consideration of the merger. Accordingly, Romeo has not

provided reconciliations of the non-GAAP financial measures included in the management projections to the most directly comparable GAAP financial measures.

Readers of this prospectus/offer to exchange are cautioned not to place undue, if any, reliance on the unaudited prospective financial information. Holders of Romeo common stock are urged to review this prospectus/offer to exchange for a description of the reported results of operations, financial condition and capital resources of Romeo, and are urged to review Romeo’s most recent SEC filings for a description of the reported results of operations, financial condition and capital resources of Romeo. Some or all of the assumptions which have been made by Romeo’s management regarding, among other things, the timing of certain occurrences or impacts, may have changed since the date such information was prepared. Romeo has not updated and does not intend to update or otherwise revise the unaudited prospective financial information to reflect circumstances existing after the date when such information was prepared or to reflect the occurrence of future events, except to the extent required by applicable law. Romeo has made no representation concerning the unaudited prospective financial information, in the merger agreement or otherwise, to Nikola, holders of Romeo common stock, or any other person

Romeo’s management prepared the prospective financial information using two scenarios, Case A and Case B. The two scenarios reflected Romeo management’s different assumptions of the growth rates of Romeo’s revenues and expenses, taking into consideration the rate of adoption of electric vehicles, Romeo’s rate of market share growth, the impact of pricing of the Romeo’s products on its revenues and revenue growth rates, the rate and pace of product cost reduction activities, the uncertainties of the global economic recovery from the COVID-19 pandemic, and the outlook of the energy industry, among other factors. In Case A, Romeo management assumed a total addressable market, or TAM, of the commercial vehicles market in North America, which is the market Romeo focuses on, by year-end 2031 of approximately 700,000 units and a 61% adoption rate of BEV, and that there would be a significant increase in prices for the Romeo’s products as compared to current contracted prices. The significant increase in prices for Romeo’s products would be necessary to generate a positive gross margin in contrast to significant negative gross margins incurred historically, and to reduce the rate of actual cash flow losses being incurred. In Case B, Romeo management assumed a slightly lower TAM by year-end 2031 of approximately 666,000 units and a slower adoption rate of BEV at 58%. Importantly, Romeo management also assumed that due to the significant increase in prices for Romeo’s products as assumed in both Case A and Case B, sales volume in Case B would be less than in Case A as customers would be less likely to purchase Romeo’s products due to the significance of price increase required to achieve a positive gross margin from sale of Romeo’s products. The prospective financial information was prepared by Romeo on a stand-alone basis and does not take into account the transaction, including any costs incurred in connection with the offer or the other transactions contemplated thereby or any changes to Romeo’s operations or strategy that may be implemented after completion of the merger. As a result, actual results likely will differ, and may differ materially, from those contained in the prospective financial information.

At the March 22, 2022 meeting, the Romeo board of directors was presented with both the Case A and Case B financial projections.

At the March 22, 2022 meeting, in light of subsequent events and to more closely track actual results, the Romeo board of directors determined that Case B presented the most accurate and realistic reflection of Romeo’s future performance in light of current market dynamics and customer adoption and based on negative customer reactions to actual discussions regarding significant increases in price of Romeo’s products. The Romeo board of directors directed Romeo management to further develop its financial projections of Romeo based on Case B and directed Morgan Stanley to use such financial projections developed based on Case B in its subsequent valuation analyses. The resulting projected cash flow from Case B was provided to Nikola.

Case A

The following is a presentation of the Case A financial projections prepared by Romeo’s management for the period from year end 2022 until year end 2031.

$MM

2022E

2023E

2024E

2025E

2026E

2027E

2028E

2029E

2030E

2031E

Revenue

286

476

758

1,040

1,474

1,910

2,340

2,763

3,179

% YoY Growth

423.4

66.5

59.4

37.2

41.7

29.6

22.5

18.1

15.1

EBITDA

(180

)

(120

)

(89

)

(45

)

133

211

296

380

% EBITDA Margin

(330.7

(42.0

(18.7

(5.9

1.5

4.4

6.9

9.0

10.7

11.9

Free Cash Flow

(223

)

(128

)

(112

)

(73

)

(17

)

132

193

259

Case B

The following is a presentation of the Case B financial projections prepared by Romeo’s management for the period from year end 2022 until year end 2031.


$MM	2022E			2023E			2024E			2025E			2026E			2027E			2028E			2029E			2030E			2031E
Revenue		55			150			210			341			478			664			910			1,188			1,496			1,833
% YoY Growth					175.0	%		40.0	%		62.3	%		40.2	%		38.8	%		37.0	%		30.5	%		26.0	%		22.5	%
EBITDA		(180	)		(99	)		(78	)		(58	)		(27	)		(16	)		4			34			74			121
% EBITDA Margin		(330.7	%)		(65.7	%)		(37.0	%)		(16.9	%)		(5.7	%)		(2.4	%)		0.4	%		2.9	%		4.9	%		6.6	%
Free Cash Flow		(223	)		(94	)		(75	)		(49	)		(28	)		(16	)		(2	)		16			36			66

None of Romeo, Morgan Stanley, Nikola, the Offeror nor any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the prospective financial information. None of Romeo, Morgan Stanley, Nikola, the Offeror nor any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of Romeo compared to the information contained in the prospective financial information or that forecasted results will be achieved.

Opinion of Romeo’s Financial Advisor

Romeo retained Morgan Stanley to act as financial advisor to the Romeo board of directors in connection with a possible sale of Romeo. Romeo selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in Romeo’s industry, its knowledge of Romeo’s business and affairs and its understanding of Romeo’s business based on its relationship with Romeo. At the meeting of the Romeo board of directors on July 28, 2022, Morgan Stanley presented materials and confirmed that it expected to be able to deliver its opinion, which opinion was subsequently delivered in writing on July 30, 2022, that as of July 30, 2022, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio of 0.1186 shares of Nikola common stock for each share of Romeo common stock (which ratio is referred to as the “exchange ratio” throughout this section of this prospectus/offer to exchange), pursuant to the merger agreement was fair from a financial point of view to the holders of such shares of Romeo common stock (other than the holders of shares held as treasury stock or by Nikola, Romeo, Offeror or any subsidiary of Romeo (collectively referred to herein as the “excluded shares”).

The full text of the written opinion of Morgan Stanley delivered to the Romeo board of directors, dated as of July 30, 2022, is attached as Annex B to this prospectus/offer to exchange and is incorporated by reference in this prospectus/offer to exchange in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. The summary of the opinion

of Morgan Stanley in this prospectus/offer to exchange is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Romeo board of directors, in its capacity as such, and addresses only the fairness from a financial point of view of the exchange ratio pursuant to the merger agreement as of the date of the opinion and did not address the relative merits of the offer and the merger as compared to other business or financial strategies that might be available to Romeo, nor did it address the underlying business decision of Romeo to enter into the merger agreement or proceed with any other transaction contemplated by the merger agreement. Morgan Stanley’s opinion did not in any manner address the prices at which Nikola common stock will trade following the consummation of the merger or at any time. It was not intended to, and does not, constitute an opinion or a recommendation as to how the Romeo stockholders should act or vote in connection with the offer and merger, including, without limitation, as to whether or not Romeo stockholders should tender their shares into the offer. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion.

For purposes of rendering its opinion, Morgan Stanley, among other things:

•

Reviewed certain publicly available financial statements and other business and financial information of Romeo and Nikola, respectively;

•

Reviewed certain internal financial statements and other financial and operating data concerning Romeo;

•

Reviewed certain financial projections, including short-term liquidity forecasts, prepared by the management of Romeo;

•

Discussed the past and current operations and financial condition and the prospects of Romeo with senior executives of Romeo;

•

Discussed the past and current operations and financial condition and the prospects of Nikola with senior executives of Nikola;

•

Reviewed the reported prices and trading activity for Romeo common stock and Nikola common stock;

•

Compared the financial performance of Romeo and the prices and trading activity of Romeo Common Stock with that of certain other publicly-traded companies comparable with Romeo and their securities;

•

Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

•

Participated in discussions and negotiations among representatives of Romeo and Nikola and their financial and legal advisors;

•

Reviewed drafts dated as of July 30, 2022 of the merger agreement, the financing agreement and certain related documents; and

•

Performed such other analyses, reviewed such other information and considered such other factors, as Morgan Stanley had deemed appropriate.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Romeo and Nikola, and that formed a substantial basis for its opinion. With respect to the financial projections reviewed by Morgan Stanley, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the respective managements of Romeo and Nikola of the future financial performance of Romeo and Nikola. Morgan Stanley expressed no view as to such financial projections or the assumptions on which they were based.

In addition, Morgan Stanley assumed that the offer and the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions,

including, among other things, that the offer and the merger, taken together, will be treated as a tax-free reorganization, pursuant to the Code, and that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed offer and merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived from the proposed offer and merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Romeo and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Romeo’s officers, directors or employees, or any class of such persons, relative to the exchange ratio in the offer and the merger.

In connection with its opinion, Morgan Stanley was advised by Romeo and took into account for purposes of its opinion, with Romeo’s consent, that Romeo has limited short-term sources of liquidity and limited alternative sources of long-term financing, and, in the absence of the transactions contemplated by the merger agreement, Romeo may not be able to fund its operations. Morgan Stanley’s opinion is not a solvency opinion nor does it in any way address the solvency or financial condition of Romeo or whether any financing or strategic alternatives exist for Romeo now or at any other time.

Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Romeo or Nikola, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of July 30, 2022. Events occurring after July 30, 2022, may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley has not assumed any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a brief summary of the material analyses performed by Morgan Stanley in connection with its written opinion letter dated July 30, 2022 which was delivered to the Romeo board of directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and arriving at its opinion, Morgan Stanley utilized and relied upon a set of financial projections referred to as the “Case B Financial Projections” which were provided to Morgan Stanley by Romeo management in March 2022. The Case B Financial Projections are more fully described below in the section of this prospectus/offer to exchange captioned “The Offer – Certain Unaudited Prospective Financial Information.” In accordance with direction from the Romeo board of directors, Morgan Stanley used the Case B Financial Projections in its financial analyses. Morgan Stanley was informed by Romeo management that the Case B Financial Projections reflect Romeo management’s best estimate of the most likely outcome for the business of Romeo over the period of the Financial Projections.

Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and

compared certain financial estimates for Romeo with comparable publicly available consensus equity analyst research estimates for selected companies in the electric vehicle and electric vehicle components space, selected based on Morgan Stanley’s professional judgment and experience, that share similar end-market exposures or corporate profile (these companies are referred to as the “comparable companies”).

The following list sets forth the selected publicly-traded comparable companies that Morgan Stanley reviewed in connection with this analysis.

• Arrival SA

• Canoo Inc.

• Freyr Battery SA

• Hyliion Holdings Corp

• Hyzon Motors Inc.

• Lightning eMotors, Inc.

• The Lion Electric Co

• Lordstown Motors Corp.

• Nikola

• Protera Inc.

• REE Automotive Ltd.

• Xos Inc.

The above companies were chosen based on Morgan Stanley’s knowledge of the electric vehicle battery industry and because these companies have businesses that may be considered similar to Romeo’s. Although none of such companies are identical or directly comparable to Romeo, these companies are publicly traded companies with operations or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar or reasonable comparable to those of Romeo.

For purposes of this comparative analysis, Morgan Stanley analyzed the ratio of aggregate value, or “AV” to the estimated twelve-month revenues for 2023 and 2024 of each of these companies, based on closing share prices on July 29, 2022 and publicly available financial data. For purposes of this analysis, Morgan Stanley defined aggregate value, or AV, as fully-diluted market capitalization plus total debt, plus non-controlling interest (as appropriate), less cash and cash equivalents.


Company	AV/ 2023 Revenues			AV/ 2024 Revenues
Arrival SA		0.9x			0.3x
Canoo Inc.		1.4x			0.6x
Freyr Battery SA		32.5x	*		1.2x
Hyliion Holdings Corp		37.8x	*		2.6x	*
Hyzon Motors Inc.		2.8x			0.9x
Lightning eMotors, Inc.		1.2x			0.6x
The Lion Electric Co		1.6x			0.7x
Lordstown Motors Corp.		2.9x			0.5x
Nikola		4.3x			1.7x	*
Protera Inc.		1.5x			0.8x
REE Automotive Ltd.		0.8x			0.1x
Xos Inc.		0.5x			0.1x
Romeo		0.5x			0.3x

*	Identified as outliers.

Morgan Stanley then selected a multiple range based on its professional judgment and reflective of Romeo’s relative position compared to publicly traded comparable companies. The estimated implied value range as determined by Morgan Stanley is set forth on the table below:


	Range of Multiples	Implied Value Per Share
AV/2023 Revenue	0.50x –0.90x	$0.58 –$0.84
AV/2024 Revenue	0.10x –0.40x	$0.31 –$0.63

Morgan Stanley noted that the current Romeo share price at July 29, 2022 was $0.55 per share and the implied Romeo share price based on the agreed exchange ratio of 0.1186x was $0.74 per share. Morgan Stanley’s analysis was based on Romeo’s cash balance of $38.7 million as of June 30, 2022 and no debt at Romeo as of that date, each of which was provided to Morgan Stanley by Romeo, and Romeo’s fully diluted shares outstanding of 195.4 million as of July 26, 2022 also as provided to Morgan Stanley by Romeo.

No company utilized in the public trading comparables analysis is identical to Romeo. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Romeo’s control. These include, among other things, the impact of competition on Romeo’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Romeo and the industry, and in the financial markets in general.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of such company’s EBITDA and a theoretical range of trading multiples. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Romeo common stock on a standalone basis for the Case B Financial Projections.

To calculate the discounted equity value for Romeo, Morgan Stanley utilized calendar year EBITDA estimates for the next twelve months (“NTM”) at December 31, 2030 under the Case B Financial Projections. Based upon the application of its professional judgment and experience, Morgan Stanley applied a forward range of aggregate value to EBITDA multiples (based on the range of aggregate value to EBITDA multiples for a new peer group comprised of Established Driveline companies selected by Morgan Stanley based on its knowledge and experience and the growth profile of Romeo under the Case B Financial Projections) to these NTM EBITDA estimates in order to reach a future implied aggregate value. The new peer group was selected based on Romeo’s expected growth profile in 2030. Morgan Stanley then added projected net cash from such aggregate value to reach a future implied equity value, which was then divided by Romeo’s projected fully diluted share count under the treasury stock method.

As part of its analysis, Morgan Stanley calculated the median AV/NTM street consensus EBITDA for these Established Driveline peers across five periods as summarized below, namely: (1) the last five years ended July 29, 2022; (2) Pre-COVID, which is defined as the period from July 29, 2017 until January 31, 2020; (3) the last year ended July 29, 2022; (4) the last one month ended July 29, 2022; and (5) as of July 29, 2022:

L5Y

Pre-COVID

L1Y

L1M

Current

Median

5.9x

6.1x

5.5x

4.9x

5.2x

The following list sets forth the selected Established Driveline peers that Morgan Stanley used in connection with this analysis:

• Allison Transmission Holdings Inc

• American Axle & Manufacturing Holdings Inc

• BorgWarner Inc

• Cummins Inc.

• Dana Inc

• ElringKlinger

• Knorr-Bremse

• Linamar Corp

• Schaeffler

Under the Case B Financial Projections, Romeo projected a cumulative cash flow shortfall of $369 million over the duration of the period of the Case B Financial Projections. Morgan Stanley assumed this cash flow shortfall would be funded by issuing equity, and the shares estimated to be issued to fund operations were added to the projected fully diluted share count. Morgan Stanley assumed that new equity was raised at the volume weighted average price (VWAP) of Romeo common stock on the New York Stock Exchange for the 30 trading days through July 29, 2022 of $0.52, resulting in an issuance of 706 million new shares to raise the $369 million projected to be required to fund Romeo’s operations over that period. This estimated future equity issuance is illustrative only and Morgan Stanley expressed no opinion on whether such issuance would be possible either near term or in the future or as to the terms of any such equity issuance.

In each case, Morgan Stanley then discounted the resulting implied future equity value per share based on a discount rate range of 13.1%–15.1%, which range was selected based on Romeo’s estimated standalone calculated cost of equity, to calculate the discounted equity value per share as follows:


Based on NTM December 31, 2030 Estimated EBITDA	Selected AV/NTM EBITDA Multiple Ranges		Discount Rate	Implied Value Per Share
Case B Financial Projections		5.0x-7.0x	13.1% – 15.1%	$	0.19-$0.30

Morgan Stanley noted that the current Romeo share price at July 29, 2022 was $0.55 per share and the implied Romeo share price based on the agreed exchange ratio of 0.1186x was $0.74 per share.

Subsequent to the delivery of Morgan Stanley’s opinion on July 30, 2022, Morgan Stanley identified a correction on the summary page in the board materials delivered on July 30, 2022, to accurately reflect the results of the discounted equity value analysis. This change resulted in the implied value per share range moving from $0.22-$0.34 to $0.19-$0.30.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley then calculated a range of equity values per share based on this discounted cash flow analysis to value Romeo shares on a stand-alone equity basis. Morgan Stanley utilized estimates from the Case B Financial Projections for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as earnings before interest, tax, depreciation and amortization less (1) stock-based compensation expense, (2) taxes, (3) changes in net working capital and (4) capital expenditures plus (5) changes in deferred taxes. Romeo management reviewed and approved for use by Morgan Stanley projections for the nine and one-half year period from the second half of 2022 to 2031 and the terminal value for the Case B Financial Projections. See “Certain Unaudited Prospective Financial Information” for a summary of the Case B Financial Projections prepared by Romeo’s management

and used by Morgan Stanley for purposes of its discounted cash flow analysis as directed by Romeo’s board of directors. Morgan Stanley calculated the net present value of free cash flows for Romeo for the same nine and one-half year period. For purposes of its discounted cash flow analysis, Morgan Stanley also included the present value of existing and expected to be created tax attributes, which were approved by management.

Morgan Stanley, for purposes of calculating the tax savings from net operating loss utilization, assumed that Romeo’s net operating losses are not limited by Section 382 of the Code, have no expiration and are fully utilized over the projected period at the annual amounts available for utilization based on forecasted taxable earnings before taxes. Based on estimated perpetuity growth rates of 2.0 percent to 4.0 percent, selected based upon the application of its professional judgment and experience, Morgan Stanley also calculated terminal values at year end 2031. The free cash flows and terminal values were discounted, using a mid-year convention, to present values as of June 30, 2022, at a discount rate ranging from 13.1 percent to 15.1 percent, which were selected based on Morgan Stanley’s professional judgment to reflect an estimate of Romeo’s weighted average cost of capital based on a capital asset pricing model and other factors. As inputs to the weighted average cost of capital, Morgan Stanley took into account, among other things, market risk premium, risk-free rate, predicted beta, debt to total capitalization ratio, and upon application of Morgan Stanley’s professional judgment and experience, a sensitivity adjustment around the estimated cost of equity.

Under the Case B Financial Projections, Romeo projected a cumulative cash flow shortfall of $369 million over the duration of the period of the Case B Financial Projections. Morgan Stanley assumed this cash flow shortfall would be funded by issuing equity, and the shares estimated to be issued to fund operations were added to the projected fully diluted share count. Morgan Stanley assumed that new equity was raised at the July 29, 2022 30-day VWAP of $0.52, resulting in an issuance of 706 million new shares to raise the $369 million projected to be required to fund operations over that period. This estimated future equity issuance is illustrative only and Morgan Stanley expressed no opinion on whether such issuance would be possible either near term or in the future or as to the terms of any such equity issuance.

Based on the projected fully diluted share count, composed of outstanding shares of Romeo common stock on a fully-diluted basis utilizing the treasury stock method (as provided by Romeo management as of July 29, 2022) and the estimated future equity issuance to cover the cumulative negative cash flow shortfall over the duration of Case B Financial Projections, and Romeo’s cash and debt as of June 30, 2022 (as provided by Romeo management), Morgan Stanley calculated the estimated implied value per share of Romeo common stock as of July 30, 2022, as follows:


	Implied Value Per Share
Case B Financial Projections	$	0.24–$0.35

Morgan Stanley noted that the current Romeo share price at July 29, 2022 was $0.55 per share and the implied Romeo share price based on the agreed exchange ratio of 0.1186x was $0.74 per share.

Subsequent to the delivery of Morgan Stanley’s opinion on July 30, 2022, Morgan Stanley identified a correction on the summary page in the board materials delivered on July 30, 2022, to accurately reflect the results of the discounted cash flow analysis. This change resulted in the implied value per share range moving from $0.28-$0.41 to $0.24-$0.35.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Romeo board of directors, including the following information:

Morgan Stanley noted certain trading ranges with respect to the historical trading prices of Romeo common stock. Morgan Stanley reviewed a range of closing prices for the shares of Romeo common stock on NYSE for

the period ending July 29, 2022 (the last full trading day prior to the public announcement of the offer and the merger).

Morgan Stanley observed the following:


Period Ended July 29, 2022		Range of Trading Prices Per Share
Last 52 Weeks		$0.44-$7.44

Morgan Stanley observed that the closing price of Romeo shares on the New York Stock Exchange was $0.55 per share on July 29, 2022, the last day prior to the public announcement of the offer and the merger; Morgan Stanley further observed that the 30-day VWAP on July 29, 2022 was $0.52.

As an additional reference, Morgan Stanley reviewed recent broker price targets for the Romeo common stock and observed that two brokerage firms, Cowen Inc. and Vertical Group, had provided price targets during the 2022 calendar year. Morgan Stanley discounted these price targets to the current date at a 14.1% cost of equity (the midpoint of the weight average cost of capital range referenced above) and observed that the broker price targets after discounting were in the range of $0.88 per share and $1.58 per share.

As a further reference, Morgan Stanley also reviewed with the Romeo board of directors precedent transactions, a review that is designed to infer a value of a company based on publicly available financial terms and premia of selected comparable transactions. Morgan Stanley compared publicly available statistics for all stock transactions by large acquirors with target stockholders owning less than 17% of the combined company (excluding bank acquisitions). Morgan Stanley selected such comparable transactions because they shared certain characteristics with the merger. Thirty-three precedent transactions met these criteria and were reviewed by Morgan Stanley with the Romeo board of directors. These transaction premia with a 25^th to 75^th percentile range of 16% – 47% would imply a range of value for Romeo of $0.64 – $0.81 per share, which compared to the current Romeo share price at July 29, 2022 of $0.55 per share and the implied Romeo share price based on the agreed exchange ratio of 0.1186x of $0.74 per share.

General

In connection with the review of the offer and the merger by the Romeo board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Romeo. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Romeo’s control. These include, among other things, the impact of competition on Romeo’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Romeo and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the exchange ratio pursuant to the merger agreement and in connection with the

delivery of its opinion dated July 30, 2022 to the Romeo board of directors. These analyses do not purport to be appraisals or to reflect the prices at which Romeo common stock might actually trade.

The exchange ratio was determined by Romeo and Nikola through arm’s-length negotiations between Romeo and Nikola and approved by the Romeo board of directors. Morgan Stanley provided advice to the Romeo board of directors during these negotiations. Morgan Stanley did not, however, recommend any specific exchange ratio to Romeo or the Romeo board of directors, or that any specific exchange ratio constituted the only appropriate exchange ratio for the merger.

Morgan Stanley’s opinion and its presentation to the Romeo board of directors was one of many factors taken into consideration by the Romeo board of directors in deciding to approve the merger agreement and the transactions contemplated thereby, including the merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Romeo board of directors with respect to the exchange ratio pursuant to the merger agreement, or of whether the Romeo board of directors would have been willing to agree to a different exchange ratio. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or a recommendation as to how the stockholders of Romeo should act or vote in connection with the offer and merger, including, without limitation, as to whether or not Romeo stockholders should tender their shares into the offer. The Romeo board of directors selected Morgan Stanley to act as its financial adviser because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, and prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley and its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions for their own account or for the accounts of their customers, in debt or equity securities or loans of Romeo, Nikola or any other company, or any currency or commodity that may be involved in the transactions contemplated by the merger agreement or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided Romeo with financial advisory services and a fairness opinion in connection with the merger, described in this section and attached to this prospectus/offer to exchange as Annex B. Romeo has agreed to pay Morgan Stanley for its services, a transaction fee of $9.5 million, $2.375 million of which became payable upon the announcement of the merger and $7.125 million which is contingent upon the closing of the merger. In addition, Romeo has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses relating to or arising out of Morgan Stanley’s engagement, including certain liabilities under the federal securities laws. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services for Romeo, RMG Capital (“RMG”), Nikola and VectoIQ LLC (“VectoIQ”) and received aggregate fees of approximately $5 million to $10 million from Romeo and Romeo related entities, $10 million to $20 million from RMG and RMG related entities, approximately $10 million to $20 million from Nikola and Nikola related entities, and $15 million to $25 million from VectoIQ and VectoIQ related entities in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to these parties in the future and would expect to receive fees for the rendering of these services. In addition, Morgan Stanley may have committed, and may commit in the future, to invest in investment funds managed by certain of these parties or their affiliates, or in affiliates of Morgan Stanley that may hold direct equity and/or partnership interests in funds managed by certain of these parties or their affiliates.

Distribution of Offering Materials

This document, the related letter of transmittal and other relevant materials will be delivered to record holders of shares of Romeo common stock and to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on Romeo’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, so that they can in turn send these materials to beneficial owners of shares of Romeo common stock.

Expiration of the Offer

Extension, Termination and Amendment of the Offer

Subject to the provisions of the merger agreement and the applicable rules and regulations of the SEC, and unless Romeo consents in writing otherwise (which may be granted or withheld in its sole discretion) or the merger agreement is otherwise terminated:

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the Offeror must (and Nikola must cause the Offeror to) extend the offer for any period required by any legal requirement, or any rule, regulation, interpretation or position of the SEC or its staff or the NYSE or Nasdaq, as applicable, in any such case, which is applicable to the offer, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the offer or the offer documents or the registration statement on Form S-4, of which this document is a part;

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in the event that any of the conditions to the offer (other than the minimum condition and the condition relating to the absence of any material adverse effect on Romeo that is continuing since the date of the merger agreement and other than any such conditions that by their nature are to be satisfied at the expiration of the offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the offer to occur at such time)) have not been satisfied or waived in accordance with the merger agreement as of any then-scheduled expiration of the offer, the Offeror must (and Nikola must cause the Offeror to) extend the offer for successive extension periods of up to 10 business days each (or for such longer period as may be agreed by Nikola and Romeo); and

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if, as of any then-scheduled expiration of the offer, each condition to the offer (other than the minimum condition, and other than any such conditions that by their nature are to be satisfied at the expiration of the offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the offer to occur at such time)) has been satisfied or waived in accordance with the merger agreement and the minimum condition has not been satisfied, the Offeror must, and Nikola must cause Offeror to, extend the offer for successive extension periods of up to 10 business days each (with the length of each such period being determined in good faith by Nikola) (or for such longer period as may be agreed by Nikola and Romeo in writing); however, in no event will the Offeror or Nikola be required to (and Nikola will not be required to cause Offeror to) extend the expiration of the offer for more than 30 business days in the aggregate.

Notwithstanding anything to the contrary, (1) any such extension will not be deemed to impair, limit, or otherwise restrict in any manner the right of Nikola or Romeo to terminate the merger agreement pursuant to the terms of the termination provisions set forth in the merger agreement and (2) the Offeror will not be required (and Nikola will not be required to cause the Offeror) to extend the offer beyond January 30, 2023.

Nikola and the Offeror will not terminate or withdraw the offer prior to the then-scheduled expiration of the offer unless the merger agreement is validly terminated in accordance with its terms, in which case the Offeror will,

and Nikola will cause the Offeror to, irrevocably and unconditionally terminate the offer promptly (but in no event more than one business day) after such termination of the merger agreement. Among other circumstances, the merger agreement may be terminated by either Nikola or Romeo if the offer shall have terminated or expired in accordance with its terms solely as a result of the non-satisfaction of the minimum condition (subject to the rights and obligations of Nikola or the Offeror to extend the offer pursuant to the merger agreement). See “Merger Agreement—Termination of the Merger Agreement.”

The Offeror expressly reserves the right to waive or modify any of the conditions of the offer and to make any change in the terms of, or conditions to the offer, except that the Offeror may not (and Nikola shall not permit the Offeror to) make certain changes to the offer or waive certain conditions to the offer without the prior written consent of Romeo (which may be granted or withheld in its sole discretion). Changes to the offer that require the prior written consent of Romeo (which may be granted or withheld in its sole discretion) include changes (i) that change the form of consideration to be paid in the offer, (ii) that reduce the offer consideration per share of Romeo common stock (by proposing to change the exchange ratio or otherwise) or decrease the number of shares of Romeo common stock sought in the offer, (iii) that extend the offer (other than in a manner required or permitted by the merger agreement), (iv) that impose conditions to the offer not included in the merger agreement or (v) that waive the minimum condition or that amend, modify, or waive any term of or condition to the offer in any manner that is materially adverse to the holders of Romeo common stock.

Conditions to the offer that the Offeror and Nikola may not waive without the prior written consent of Romeo (which may be granted or withheld in its sole discretion) include (i) the minimum condition, (ii) the receipt of required regulatory approvals, (iii) lack of legal prohibitions, (iv) the effectiveness of the registration statement on Form S-4, of which this document is a part, (v) the approval for listing on the Nasdaq of the shares of Nikola common stock to be issued in the offer and the merger and (vi) that the merger agreement shall not have been validly terminated in accordance with its terms.

Nikola and the Offeror will not extend the offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act in any manner other than in accordance with the provisions of the merger agreement without the prior written consent of Romeo.

Nikola must keep Romeo reasonably informed on a reasonably current basis of the status of the offer, including with respect to the number of shares of Romeo common stock that have been validly tendered and not validly withdrawn in accordance with the terms of the offer, and with respect to any material developments with respect thereto and, upon Romeo’s written request (no more often than once per day during the offer (other than on the date of the then-scheduled expiration of the offer)), provide Romeo as soon as practicable with the most recent report then available from the exchange agent detailing the number of shares of Romeo common stock that have been validly tendered and not validly withdrawn in accordance with the terms of the offer.

The Offeror will effect any extension, termination, amendment or delay of the offer by giving oral or written notice to the exchange agent and by making a public announcement as promptly as practicable thereafter. In the case of an extension, any such announcement will be issued no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. Subject to applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with the offer be promptly disseminated to stockholders in a manner reasonably designed to inform them of such change) and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror assumes no obligation to publish, advertise or otherwise communicate any such public announcement of this type other than by issuing a press release.

If the Offeror materially changes the terms of the offer or the information concerning the offer, or if the Offeror waives a material condition of the offer, in each case, subject to the terms and conditions of the merger agreement, the Offeror will extend the offer to the extent legally required under the Exchange Act.

For purposes of the offer, a “business day” means any day other than a day on which banks in the State of California are authorized or obligated to be closed.

Exchange of Shares; Delivery of Nikola Common Stock

Nikola has retained Continental Stock Transfer & Trust Company as the depositary and exchange agent for the offer and the merger (which we refer to as the “exchange agent”) to handle the exchange of shares of Romeo common stock for the offer consideration in the offer and the merger.

Upon the terms and subject to the satisfaction or waiver of the conditions of the offer (including, if the offer is extended or amended in accordance with the merger agreement, the terms and conditions of any such extension or amendment), the Offeror will accept for exchange, and will exchange, shares of Romeo common stock validly tendered and not validly withdrawn in the offer, promptly after the expiration of the offer. In all cases, a Romeo stockholder will receive consideration for shares of Romeo common stock tendered in the offer only after timely receipt by the exchange agent of either a confirmation of a book-entry transfer of such shares (as described in “— Procedure for Tendering”) or a properly completed and duly executed letter of transmittal, in each case, together with any other required documents.

For purposes of the offer, the Offeror will be deemed to have accepted for exchange shares of Romeo common stock validly tendered and not validly withdrawn if and when it notifies the exchange agent of its acceptance of those shares of Romeo common stock pursuant to the offer. The exchange agent will deliver to the applicable Romeo stockholders any Nikola common stock in exchange for shares of Romeo common stock validly tendered and accepted pursuant to the offer promptly after receipt of such notice. The exchange agent will act as the agent for tendering Romeo stockholders for the purpose of receiving Nikola shares from the Offeror and transmitting such Nikola shares to the tendering Romeo stockholders.

If the Offeror does not accept any tendered shares of Romeo common stock for exchange pursuant to the terms and conditions of the offer for any reason, the shares of Romeo common stock to be returned will be credited to an account maintained with The Depository Trust Company or otherwise credited to the tendering stockholder as soon as practicable following expiration or termination of the offer.

Withdrawal Rights

Romeo stockholders can withdraw tendered shares of Romeo common stock at any time until the expiration of the offer. Romeo stockholders can thereafter withdraw their shares from tender at any time after such date until the Offeror accepts shares for exchange. Any Romeo stockholder that validly withdraws previously validly tendered shares of Romeo common stock will receive shares of the same class of Romeo common stock that were tendered.

For the withdrawal of shares of Romeo common stock to be effective, the exchange agent must receive a written notice of withdrawal from the Romeo stockholder at one of the addresses set forth elsewhere in this document prior to the expiration of the offer. The notice must include the Romeo stockholder’s name, address, social security number (or tax identification number in the case of entities), the number of shares to be withdrawn and the name of the registered holder, if it is different from that of the person who tendered those shares, and any other information required pursuant to the offer or the procedures of The Depository Trust Company, if applicable.

A financial institution must guarantee all signatures on the notice of withdrawal, unless the shares to be withdrawn were tendered for the account of an eligible institution. Most banks, savings and loan associations and brokerage houses are able to provide signature guarantees. An “eligible institution” is a financial institution that is a participant in the Securities Transfer Agents Medallion Program.

If shares have been tendered pursuant to the procedures for book-entry transfer discussed under the section entitled “The Offer—Procedure for Tendering,” any notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn shares and must otherwise comply with The Depository Trust Company ’s procedures.

The Offeror will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal in its sole discretion, and its decision will be final and binding. None of the Offeror, Nikola, Romeo, the exchange agent, the information agent or any other person is under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or will incur any liability for failure to give any such notification. Any shares validly withdrawn will be deemed not to have been validly tendered for purposes of the offer. However, a Romeo stockholder may re-tender withdrawn shares by following the applicable procedures discussed under the section “The Offer—Procedure for Tendering” at any time prior to the expiration of the offer.

Procedure for Tendering

All shares of Romeo common stock are held in electronic book entry form.

To validly tender shares of Romeo common stock held of record, Romeo stockholders must deliver a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents for tendered shares of Romeo common stock to the exchange agent for the offer, at its address set forth elsewhere in this document, all of which must be received by the exchange agent prior to the expiration of the offer.

If shares of Romeo common stock are held in “street name” (i.e., through a broker, dealer, commercial bank, trust company or other nominee), those shares of common stock may be tendered by the nominee holding such shares by book-entry transfer through The Depository Trust Company. To validly tender such shares held in street name, Romeo stockholders should instruct such nominee to do so prior to the expiration of the offer.

The exchange agent has established an account with respect to the shares of Romeo common stock at The Depository Trust Company in connection with the offer, and any financial institution that is a participant in The Depository Trust Company may make book-entry delivery of shares of Romeo common stock by causing The Depository Trust Company to transfer such shares prior to the expiration date into the exchange agent’s account in accordance with The Depository Trust Company ’s procedure for such transfer. However, although delivery of shares of Romeo common stock may be effected through book-entry transfer at The Depository Trust Company, the letter of transmittal with any required signature guarantees, or an agent’s message, along with any other required documents, must, in any case, be received by the exchange agent at its address set forth elsewhere in this document prior to the expiration date. The term “agent’s message” means a message transmitted by The Depository Trust Company to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that The Depository Trust Company has received an express acknowledgment from The Depository Trust Company participant tendering the shares that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the letter of transmittal and that the Offeror may enforce that agreement against such participant.

The Offeror is not providing for guaranteed delivery procedures and therefore Romeo stockholders who hold their shares through a Depository Trust Company participant must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company prior to the expiration date. Tenders received by the exchange agent after the expiration date will be disregarded and of no effect.

Signatures on all letters of transmittal must be guaranteed by an eligible institution, except in cases in which shares are tendered either by a registered holder of shares of Romeo common stock who has not completed the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the letter of transmittal or for the account of an eligible institution.

If the shares of Romeo common stock are registered in the name of a person other than the person who signs the letter of transmittal, or if payment is to be made or delivered to a person other than the registered holder(s), the

tendering stockholder must provide appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the applicable book entry position, with the signature or signatures on the stock powers guaranteed by an eligible institution.

The method of delivery of all required documents, including delivery through The Depository Trust Company, is at the option and risk of the tendering Romeo stockholder, and delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, the Offeror recommends registered mail with return receipt requested and properly insured. In all cases, Romeo stockholders should allow sufficient time to ensure timely delivery.

To prevent U.S. federal backup withholding, each Romeo stockholder that is a U.S. person (as defined in the Code), other than a stockholder exempt from backup withholding as described elsewhere in this document, must provide the exchange agent with its correct taxpayer identification number and certify that it is not subject to U.S. federal backup withholding by timely and properly completing the IRS Form W-9 included in the letter of transmittal. Certain stockholders (including, among others, certain foreign persons) are not subject to these backup withholding requirements. In order for a Romeo stockholder that is a foreign person to qualify as an exempt recipient for purposes of U.S. federal backup withholding, the stockholder must timely submit the applicable type of IRS Form W-8, properly completed and signed under penalty of perjury, attesting to such person’s exempt status.

The acceptance for exchange by the Offeror of shares of Romeo common stock pursuant to any of the procedures described above will constitute a binding agreement between the Offeror and the tendering Romeo stockholder upon the terms and subject to the conditions of the offer (including, if the offer is extended or amended in accordance with the merger agreement, the terms and conditions of any such extension or amendment).

No Guaranteed Delivery

The Offeror is not providing for guaranteed delivery procedures, and therefore Romeo stockholders must allow sufficient time for the necessary tender procedures to be completed prior to the expiration date. If Romeo stockholders hold shares through a Depository Trust Company participant, such stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of Depository Trust Company prior to the expiration date. Romeo stockholders must tender their shares of Romeo common stock in accordance with the procedures set forth in this document. In all cases, the Offeror will exchange shares Romeo common stock tendered and accepted for exchange pursuant to the offer only after either a confirmation of a book-entry transfer of such shares (as described in “The Offer—Procedure for Tendering”) or a properly completed and duly executed letter of transmittal, in each case, together with any other required documents.

Grant of Proxy

By executing a letter of transmittal, subject to and effective upon acceptance for exchange of shares of Romeo common stock tendered thereby, a Romeo stockholder will irrevocably appoint the Offeror’s designees as such Romeo stockholder’s attorneys-in-fact and proxies, each with full power of substitution, to exercise to the full extent such stockholder’s rights with respect to its shares of Romeo common stock tendered and accepted for exchange by the Offeror and with respect to any and all other shares and other securities issued or issuable in respect of those shares of Romeo common stock. That appointment is effective, and voting rights will be effected, when and only to the extent that the Offeror accepts tendered shares of Romeo common stock for exchange pursuant to the offer and deposits with the exchange agent the offer consideration for such shares of Romeo common stock. Furthermore, the letter of transmittal will not constitute a binding agreement between the signatory thereto and the Offeror until the Offeror accepts tendered shares of Romeo common stock for exchange pursuant to the offer and deposits with the exchange agent the offer consideration for such shares of Romeo common stock.

All such proxies, when effective, will be considered coupled with an interest in the tendered shares of Romeo common stock and therefore will not be revocable. Upon the effectiveness of such appointment, all prior powers of attorney and proxies that the Romeo stockholder has given will be revoked, and such stockholder may not give any subsequent powers of attorney or proxies (and, if given, they will not be deemed effective). The Offeror’s designees will, with respect to the shares of Romeo common stock for which the appointment is effective, be empowered, among other things, to exercise all of such stockholder’s voting and other rights as they, in their sole discretion, deem proper at any annual, special or adjourned meeting of Romeo’s stockholders or otherwise.

The Offeror reserves the right to require that, in order for shares of Romeo common stock to be deemed validly tendered, immediately upon the Offeror’s acceptance of such shares for exchange, the Offeror must be able to exercise full voting rights with respect to such shares. However, prior to acceptance for exchange by the Offeror in accordance with terms of the offer, the appointment will not be effective, and the Offeror will have no voting rights as a result of the tender of shares of Romeo common stock.

Romeo Common Stock

Under Romeo’s amended and restated certificate of incorporation (which we refer to as the “Romeo charter”), each share of Romeo common stock entitles the holder to one vote.

If the offer is successfully completed, holders of shares of Romeo common stock that validly tender (and do not validly withdraw) their shares into the offer will receive the offer consideration. In the merger, each outstanding share of Romeo common stock (other than certain converted or cancelled shares, as described elsewhere in this document) that were not acquired by the Offeror in the offer will be converted into the right to receive the same offer consideration.

Fees and Commissions

Tendering registered Romeo stockholders who tender shares of Romeo common stock directly to the exchange agent will not be obligated to pay any charges or expenses of the exchange agent or any brokerage commissions. Tendering Romeo stockholders who hold shares of Romeo common stock through a broker, dealer, commercial bank, trust company or other nominee should consult that institution as to whether or not such institution will charge the Romeo stockholder any service fees in connection with tendering shares of Romeo common stock pursuant to the offer.

Matters Concerning Validity and Eligibility

The Offeror will determine questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of shares of Romeo common stock, in its sole discretion, and its determination will be final and binding to the fullest extent permitted by law, subject to any judgment of any court of competent jurisdiction. The Offeror reserves the absolute right to reject any and all tenders of shares of Romeo common stock that it determines are not in the proper form or the acceptance of or exchange for which may be unlawful. The Offeror also reserves the absolute right to waive any defect or irregularity in the tender of any shares of Romeo common stock. No tender of shares of Romeo common stock will be deemed to have been validly made until all defects and irregularities in tenders of such shares have been cured or waived. None of the Offeror, Nikola, Romeo or any of their affiliates or assigns, the exchange agent, the information agent or any other person will be under any duty to give notification of any defects or irregularities in the tender of any shares of Romeo common stock or will incur any liability for failure to give any such notification. The Offeror’s interpretation of the terms and conditions of the offer (including the letter of transmittal and instructions thereto) will be final and binding to the fullest extent permitted by law, subject to any judgment of any court of competent jurisdiction.

Romeo stockholders who have any questions about the procedure for tendering shares of Romeo common stock in the offer should contact the information agent at the address and telephone number set forth elsewhere in this document.

Announcement of Results of the Offer

Nikola will announce the final results of the offer, including whether all of the conditions to the offer have been satisfied or waived and whether the Offeror will accept the tendered shares of Romeo common stock for exchange, as promptly as practicable following the expiration date. The announcement will be made by a press release in accordance with applicable securities laws and stock exchange requirements.

No Stockholder Approval

If the offer is consummated, Nikola is not required to and will not seek the approval of Romeo’s remaining public stockholders before effecting the merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquiring corporation owns at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger involving the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquiring corporation can effect a merger without the action of the other stockholders of the target corporation. Accordingly, if the offer is completed, it will mean that the minimum condition has been satisfied, and if the minimum condition has been satisfied, it will mean that the merger will be subject to Section 251(h) of the DGCL. Accordingly, if the offer is completed, Nikola intends to effect the closing of the merger without a vote of the Romeo stockholders in accordance with Section 251(h) of the DGCL.

No Appraisal Rights

Therefore, because shares of Romeo common stock are listed on NYSE, and the offer consideration consists of only shares of Nikola common stock, which are listed on Nasdaq, holders of Romeo common stock are not entitled to appraisal rights in the offer or the merger with respect to their shares of Romeo common stock. In addition, because the merger is of Romeo with and into a subsidiary of Nikola and holders of Romeo common stock will continue to hold their shares following completion of the merger, holders of Nikola common stock are not entitled to appraisal rights in connection with the offer or the merger with respect to their shares of Nikola common stock.

Non-Applicability of Rules Regarding “Going Private” Transactions

The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the merger or another business combination following the acceptance of shares pursuant to the offer in which the Offeror seeks to acquire the remaining shares not held by it. The Offeror believes that Rule 13e-3 will not be applicable to the merger because it is anticipated that the merger will be effected within one year following the consummation of the offer and, in the merger, stockholders will receive the same consideration as that paid in the offer.

Plans for Romeo

In connection with the offer, Nikola has reviewed and will continue to review various possible business strategies that it might consider in the event that the Offeror acquires control of Romeo, whether pursuant to the offer, the

merger or otherwise. Following a review of additional information regarding Romeo, these changes could include, among other things, changes in Romeo’s business, operations, personnel, employee benefit plans, corporate structure, capitalization and management. See also “The Offer—Nikola’s Reasons for the Offer and the Merger.”

Delisting and Termination of Registration

Following consummation of the transactions, shares of Romeo common stock will no longer be eligible for inclusion on the NYSE and will be withdrawn from listing. Assuming that Romeo qualifies for termination of registration under the Exchange Act after the transactions are consummated, Nikola also intends to seek to terminate the registration of shares of Romeo common stock under the Exchange Act. See “The Offer—Effect of the Offer on the Market for shares of Romeo common stock; NYSE Listing; Registration Under the Exchange Act.”

Board of Directors and Management; Organizational Documents

Upon consummation of the merger, the directors of the Offeror immediately prior to the consummation of the merger will be the directors of the surviving corporation in the merger, and the officers of the Offeror immediately prior to the consummation of the merger will be the officers of the surviving corporation in the merger, each to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation. Upon consummation of the merger, the certificate of incorporation and bylaws of the Offeror as in effect immediately prior to the effective time of the merger will be the certificate of incorporation and bylaws of the surviving corporation in the merger, provided that the name of the surviving corporation will be Romeo Power, Inc., as a wholly-owned subsidiary of Nikola. After Nikola’s review of Romeo and its corporate structure, management and personnel, Nikola will determine what changes, if any, are desirable.

Ownership of Nikola Shares After the Offer and the Merger

Nikola estimates that former Romeo stockholders would own, in the aggregate, approximately 4.8% of the outstanding shares of Nikola common stock immediately following consummation of the offer and the merger, assuming that:

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Nikola acquires through the offer and the merger 100% of the outstanding shares of Romeo common stock;

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in the offer and the merger, Nikola issues 22,048,000 shares of Nikola common stock as part of the offer consideration (disregarding for this purpose stock options, restricted stock units and other rights to acquire shares that may be issued by Nikola or Romeo pursuant to any employee stock plan); and

•

immediately following completion of the transactions, there are 455,524,331 shares of Nikola common stock outstanding (calculated by adding 433,476,331, the number of shares of Nikola common stock outstanding as of July 26, 2022 (excluding treasury shares), plus 22,048,000, the number of shares of Nikola common stock estimated to be issued as part of the offer consideration).

Each share of Nikola common stock has one vote.

Effect of the Offer on the Market for Shares of Romeo Common Stock; NYSE Listing; Registration Under the Exchange Act

Effect of the Offer on the Market for Shares of Romeo Common Stock

The purchase of shares of Romeo common stock by the Offeror pursuant to the offer will reduce the number of holders of shares of Romeo common stock and the number of shares of Romeo common stock that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining shares of

Romeo common stock held by the public. The extent of the public market for shares of Romeo common stock after consummation of the offer and the availability of quotations for such shares will depend upon a number of factors, including the number of stockholders holding shares of Romeo common stock, the aggregate market value of the shares of Romeo common stock held by the public at such time, the interest of maintaining a market in the shares of Romeo common stock, analyst coverage of Romeo on the part of any securities firms and other factors. However, under the merger agreement, the closing of the merger must occur promptly, and in any case no later than the first business day, after the acceptance of tendered shares of Romeo common stock in the offer and the satisfaction of the other condition to the merger, unless the parties agree otherwise in writing (see “Merger Agreement—Conditions to the Completion of the Merger”).

If the merger is completed, shares of Romeo common stock will no longer qualify for inclusion on the NYSE and will be withdrawn from listing.

NYSE Listing

Shares of Romeo common stock are currently listed on the NYSE. However, the rules of the NYSE establish certain criteria that, if not met, could lead to the discontinuance of listing of shares of Romeo common stock from the NYSE. Among such criteria are the number of stockholders, the number of shares publicly held and the aggregate market value of the shares publicly held. If, as a result of the purchase of shares of Romeo common stock pursuant to the offer or otherwise, shares of Romeo common stock no longer meet the requirements of the NYSE for continued listing and the shares of Romeo common stock are delisted, the market for such shares would be adversely affected.

Following the consummation of the offer, if the merger is for some reason not consummated, it is possible that shares of Romeo common stock could be traded on other securities exchanges (with trades published by such exchanges), the OTC Bulletin Board or in a local or regional over-the-counter market. The extent of the public market for such shares would, however, depend upon the number of Romeo stockholders and the aggregate market value of shares of Romeo common stock remaining at such time, the interest in maintaining a market in such shares on the part of securities firms, the possible termination of registration of shares of Romeo common stock under the Exchange Act and other factors.

If the merger is completed, shares of Romeo common stock will no longer qualify for inclusion on the NYSE and will be withdrawn from listing.

Registration under the Exchange Act

Shares of Romeo common stock are currently registered under the Exchange Act. Such registration may be terminated upon application by Romeo to the SEC if shares of Romeo common stock are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of shares of Romeo common stock under the Exchange Act would substantially reduce the information required to be furnished by Romeo to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Romeo, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with meetings of stockholders and the related requirement of furnishing an annual report to stockholders, and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of Romeo and persons holding “restricted securities” of Romeo to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act may be impaired. If registration of shares of Romeo common stock under the Exchange Act were terminated, such shares would no longer be “margin securities” or be eligible for listing on the NYSE. After consummation of the offer, Nikola and the Offeror currently intend to cause Romeo to terminate the registration of shares of Romeo common stock under the Exchange Act as soon as the requirements for termination of registration are met.

Conditions of the Offer

Notwithstanding any other provisions of the offer and in addition to (and not in limitation of) Nikola’s and the Offeror’s rights to extend, amend or terminate the offer in accordance with the terms and conditions of the merger agreement and applicable law, and in addition to (and not in limitation of) the obligations of the Offeror to extend the offer pursuant to the terms and conditions of the merger agreement and applicable law, the Offeror and Nikola are not required to accept for exchange or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Offeror to pay for or return tendered shares of Romeo common stock promptly after termination or withdrawal of the offer)), pay for any shares of Romeo common stock that are validly tendered in the offer and not validly withdrawn prior to the expiration of the offer in the event that, at any expiration of the offer:

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Minimum Condition—there have not been validly tendered and not validly withdrawn in accordance with the terms of the offer a number of shares of Romeo common stock that, upon the consummation of the offer, together with the shares of Romeo common stock then owned by Nikola and Offeror (if any) (excluding shares of Romeo common stock tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the offer pursuant to such procedures), would represent at least a majority of the aggregate voting power of the shares of Romeo common stock outstanding immediately after the consummation of the offer shall not have been satisfied;

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No Legal Restraints—any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated by the merger agreement shall have been issued by any court of competent jurisdiction or other governmental body of competent jurisdiction and remain in effect, or there is any legal requirement which has the effect of making the consummation of the merger illegal;

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Regulatory Approvals—any waiting period applicable to the consummation of the merger under the HSR Act shall not have expired or been terminated, or there is in effect any voluntary agreement between Nikola, Offeror and/or Romeo, on the one hand, and the Federal Trade Commission, the Department of Justice or any foreign governmental body, on the other hand, pursuant to which such party has agreed not to consummate the merger for any period of time; provided, that neither Romeo, on the one hand, nor Nikola or Offeror, on the other hand, shall enter into any such voluntary agreement without the written consent of all parties, which consent shall not be unreasonably withheld, conditioned or delayed;

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Effectiveness of Form S-4—(1) the registration statement on Form S-4, of which this document is a part, shall not have become effective in accordance with the provisions of the Securities Act, or shall be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to such Form S-4, in each case, that has not been withdrawn, or (2) the shares of Nikola common stock to be issued in the merger shall have not been approved for listing on Nasdaq as of the effective time of the merger, including the shares of Nikola common stock to be issued upon the exercise of Romeo options and upon the vesting of assumed Romeo RSUs; or

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any of the following shall have occurred and continue to exist as of immediately prior to the expiration of the offer:

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(1) (a) the representations and warranties of Romeo contained in the merger agreement in respect of capitalization, etc. shall not be true and correct, subject only to de minimis exceptions, at and as of the date of the merger agreement and at and as of the expiration of the offer as if made at and as of the expiration of the offer, except for those representations and warranties which address matters only as of a particular date (which representations were so true and correct as of such particular date); (b) the representations and warranties of Romeo in the merger agreement in respect of subsidiaries, due organization, etc.; certificate of incorporation; bylaws and charters; authority, binding nature of agreement; inapplicability of anti-takeover statutes; no vote required and opinion of financial advisor shall not be true and correct in all material respects as of the date

of the merger agreement and at and as of the as of the expiration of the offer as if made on and as of the expiration of the offer, except for those representations and warranties which address matters only as of a particular date (which representations were so true and correct as of such particular date); and (c) all other representations and warranties of Romeo in the merger agreement shall not be true and correct in all respects as of the date of the merger agreement and at and as of the expiration of the offer as if made on and as of the expiration of the offer except (with respect solely to this clause) (i) in each case, or in the aggregate, where the failure to be true and correct would not have a Romeo material adverse effect (provided that for all purposes the minimum condition, Romeo material adverse effect qualifications and other materiality qualifications limiting the scope of the representations and warranties of Romeo will be disregarded), or (ii) for those representations and warranties which address matters only as of a particular date (which representations were so true and correct, subject to the qualifications as set forth in the preceding clause (i), as of such particular date);

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(2) each of the covenants and obligations in the merger agreement that Romeo is required to comply with or to perform at or prior to the expiration of the offer shall not have been complied with and performed by Romeo in all material respects;

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(3) since the date of the merger agreement, there shall have occurred any Romeo material adverse effect that is continuing;

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(4) Romeo or any of its subsidiaries shall have filed or instituted a bankruptcy, reorganization, liquidation, receivership or insolvency proceeding, or made an assignment for the benefit of its creditors; provided, however, that in the case of any involuntary bankruptcy proceeding, if Romeo or any of its subsidiaries consent to the involuntary bankruptcy or such proceeding is not dismissed within sixty (60) days after the filing thereof;

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(5) Nikola and Offeror shall have failed to receive (a) a certificate executed by the Chief Executive Officer and Chief Financial Officer of Romeo confirming that the conditions set forth in clauses (1), (2) and (3) immediately above have not occurred; and (b) a properly executed statement, issued by Romeo pursuant to Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) dated no more than 30 days prior to the closing date, signed by an officer of Romeo, and in a form reasonably satisfactory to Nikola, certifying that interests in Romeo, including shares of Romeo common stock, do not constitute “United States real property interests” under Section 897(c) of the Code and Romeo shall have provided notice to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); provided, however, that Nikola’s sole remedy for any failure to deliver such statement shall be to withhold in accordance with Section 1445 of the Code; or

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(6) the merger agreement shall have been validly terminated in accordance with its terms.

The foregoing conditions are for the sole benefit of Nikola and Offeror, may be asserted by Nikola or Offeror regardless of the circumstances giving rise to any such conditions and may be waived by Nikola or Offeror, in whole or in part, at any time and from time to time, in their sole and absolute discretion (except for the minimum condition), in each case, subject to the terms of the merger agreement and the applicable rules and regulations of the SEC. The failure by Nikola or Offeror at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right, which may be asserted at any time and from time to time.

Regulatory Approvals

General

Nikola is not aware of any governmental license or regulatory permit that appears to be material to Romeo’s business that might be adversely affected by the acquisition of Romeo’s shares pursuant to the offer or the

merger or, except as described below, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of shares of Romeo common stock pursuant to the offer or the merger. Should any of these approvals or other actions be required, Nikola and the Offeror currently contemplate that these approvals or other actions will be sought. There can be no assurance that (a) any of these approvals or other actions, if needed, will be obtained (with or without substantial conditions), (b) if these approvals were not obtained or these other actions were not taken, adverse consequences would not result to Romeo’s business or (c) certain parts of Romeo’s or any of its subsidiaries’ businesses would not have to be disposed of or held separate. The Offeror’s obligation under the offer to accept for exchange and pay for shares is subject to certain conditions. See “The Offer—Conditions of the Offer.” Subject to the terms and conditions of the merger agreement, Nikola and Romeo have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the offer and the merger as soon as practicable after the date of the merger agreement. Notwithstanding the foregoing, Nikola and the Offeror must (or must cause any of their respective subsidiaries or affiliates or Romeo to): (A) sell, divest, license or otherwise dispose of, or hold separate and agree to sell, divest, license or otherwise dispose of, any assets of Romeo or its subsidiaries or of Nikola or the Offeror, (B) terminate, amend or assign existing relationships and contractual rights and obligations of Romeo or its subsidiaries or of Nikola or the Offeror, (C) require Nikola or the Offeror or Romeo or its subsidiaries, to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party or (D) impose limitations on Nikola or the Offeror or Romeo or its subsidiaries, with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets (each of (A)-(D), a “remedy”); provided, that Nikola and the Offeror will not be required to take or commit to take any remedy that would have a Nikola material adverse effect or a Romeo material adverse effect.

HSR Act

Under the HSR Act and the rules and regulations promulgated thereunder, the offer may not be completed until Nikola and Romeo each files a Notification and Report Form with the FTC and the DOJ, and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or the DOJ issues a request for additional information and documents (a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.

Nikola and Romeo each filed a Notification and Report Form with respect to the transaction with the DOJ and the FTC on August 10, 2022.

At any time before or after consummation of the transactions, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the offer or the merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. At any time before or after the completion of the transactions, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Such action could include seeking to enjoin the completion of the offer or the merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

There can be no assurance that a challenge to the transactions on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer—Conditions of the Offer” for certain conditions to the offer, including conditions with respect to the HSR Act.

Interests of Romeo Directors and Executive Officers in the Offer and the Merger

You should be aware that Romeo’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Romeo stockholders generally. Members of the Romeo Board were aware of and

considered these interests, among other matters, in evaluating and negotiating the merger agreement and the

merger, and in recommending to Romeo stockholders that the merger agreement be adopted. These interests

include:

Treatment of Outstanding Equity-Based Awards:

As described further in the section titled “Merger Agreement—Treatment of Romeo Equity Awards” beginning on page 104, outstanding Romeo equity awards held by directors and executive officers will be subject to the following treatment:

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Romeo Options. At the effective time, each option to purchase shares of Romeo common stock that is outstanding and unexercised immediately prior to the effective time, whether under the 2020 plan or the predecessor plan or otherwise and whether or not vested or exercisable, shall be cancelled and extinguished without the right to receive any consideration.

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Romeo Restricted Stock Unit Awards and Romeo Performance Stock Unit Awards. At the effective time, each Romeo RSU and Romeo PSU that is outstanding and has not been settled immediately prior to the effective time, whether under the 2020 plan, the predecessor plan or otherwise and whether vested or unvested, shall be converted into and become an RSU or PSU, as applicable, which would settle for shares of Nikola common stock and each such Romeo RSU or Romeo PSU, as applicable, shall be assumed by Offeror in accordance with the terms (as in effect on the date of the merger agreement) of the 2020 plan and the predecessor plan, respectively, and the terms of the restricted stock unit award agreement or performance stock unit award agreement, as applicable, by which such Romeo RSU or Romeo PSU is evidenced. All rights with respect to Romeo common stock under Romeo RSUs and Romeo PSUs assumed by Nikola shall be converted into rights with respect to Nikola common stock. After the effective time, each Romeo RSU and Romeo PSU assumed by Nikola shall only be settled in Nikola common stock. The number of shares of Nikola common Stock subject to each Romeo RSU or Romeo PSU assumed by Nikola will be determined by multiplying (a) the number of shares of Romeo common stock that were subject to such Romeo RSU or Romeo PSU, as in effect immediately prior to the effective time, by (b) the exchange ratio and rounding the resulting number down to the nearest whole number of shares of Nikola common stock. Any restriction on the shares of Romeo common stock issuable upon settlement of the Romeo RSU or Romeo PSU, as applicable, shall continue in full force and effect, and the term, vesting schedule, settlement and other provisions of such Romeo RSU or Romeo PSU shall otherwise remain unchanged; provided, however, that all performance-based vesting conditions shall be deemed satisfied at the greater of the “earned” or “target” performance levels.

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Romeo Warrants. At the effective time, each Romeo warrant that is outstanding and unexercised immediately prior to the completion of the merger shall be converted into and become a warrant to purchase Nikola common stock determined by multiplying the number of shares of Romeo common stock that were subject to such Romeo warrant by the exchange ratio and rounding the resulting number down to the nearest whole number of shares of Nikola common stock (with the per share exercise price for the Nikola common stock issuable upon exercise of each warrant assumed by Nikola determined by dividing the per share exercise price of Romeo common stock subject to such warrant by the exchange ratio and rounding the resulting exercise price to the nearest whole cent), and Nikola shall assume each such warrant in accordance with its terms.

The estimated aggregate amount that would be payable to Romeo’s six executive officers who are not named executive officers in settlement of their unvested Romeo equity awards outstanding on September 15, 2022 if the

merger were to be completed and they were to experience a qualifying termination on September 15, 2022 is $2,264,650. The amounts in this paragraph were determined using an assumed offer consideration of $0.76 per share.

Each of Romeo’s non-employee directors holds unvested Romeo RSUs granted under the 2020 plan. Pursuant to Romeo’s director compensation policy, each equity award granted to a non-employee director under the director compensation program will vest in full immediately prior to the occurrence of a change in control (as defined in the 2020 plan) to the extent outstanding at such time, subject to continued service through the closing of such change in control.

Each of Romeo’s non-employee directors has entered into a deferral election to defer the receipt of shares of Romeo common stock that would otherwise be issued upon vesting of Romeo RSUs granted under the 2020 plan. In general, these deferral elections provide that the receipt of common shares in settlement of vested RSUs is deferred until a “separation from service” as defined in the applicable deferral election. Pursuant to the applicable deferral elections, all vested RSUs subject to a deferral election that have not settled prior to the occurrence of a change in control (as defined in the 2020 plan) as a result of a “separation from service”, shall be automatically settled in full in a single lump sum as soon as practicable following a change in control. The merger will constitute a change in control for purposes of the RSU deferral elections.

Future Participation in Nikola 2020 Stock Incentive Plan

Certain of Romeo’s executive officers may continue employment with, or otherwise be retained to provide services to, Nikola or the surviving corporation following the completion of the merger and accordingly may participate in Nikola’s 2020 Stock Incentive Plan.

Severance Benefits for Executive Management

Each of Romeo’s current executive officers participates in Romeo’s severance plan. Subject to the participant’s timely execution and non-revocation of a general release of claims against Romeo, the severance plan provides that severance benefits are payable to a participant in the event of a termination of the participant’s employment (i) by the participant for “good reason”, (ii) by Romeo or one of its “affiliates” without “cause”, (iii) due to the participant’s death or (iv) by Romeo or one of its affiliates due to the participant’s “disability” (as such terms are defined in the severance plan) within three months prior to a change in control (as such term is defined in the 2020 plan) or within twelve months following a change in control, in addition to any accrued and unpaid salary and benefits, the participant will be eligible to receive (i) a lump sum amount equal to the participant’s base salary for the “CIC severance period” (eighteen months for the chief executive officer and twelve months for other named executive officers), (ii) a lump sum amount equal to the greater of (A) the projected amount of the participant’s annual bonus for the fiscal year in which the termination occurred, or (B) the participant’s target bonus amount for such fiscal year, (iii) full acceleration of vesting of the participant’s outstanding equity awards (and if vesting is based on the satisfaction of performance objectives, such objectives shall be deemed satisfied at the greater of actual performance measured as of the date of termination or 100% of target) and (iv) reimbursement of premium payments for continuation coverage under Romeo’s health plan (less the employee portion of such coverage as in effect on the date of the participant’s termination of employment) until the earliest to occur of the end of the CIC severance period, the date on which the participant is no longer eligible for COBRA coverage, or the date on which the participant becomes eligible for health insurance coverage through another employer. Other than any accrued and unpaid compensation, all severance payments to the executive officers under the severance plan are contingent upon his or her execution, delivery and non-revocation of an effective release of claims against Romeo and its affiliates in a form provided by Romeo within the 60 day period following his or her termination. The merger will constitute a change in control for purposes of the severance plan.

The severance plan provides for a Section 280G “net-better” cutback, meaning that, if the total payments to the executive officer upon a termination would exceed the applicable threshold under Section 280G of the Internal

Revenue Code of 1986, as amended, which is referred to as the Code, then those payments will be reduced to the applicable threshold to avoid the imposition of the excise taxes under Section 4999 of the Code if such reduction would result in a better after-tax result for the executive officer.

For an estimate of the value of the payments and benefits described above that would be payable to Romeo’s named executive officers under the severance plan upon a qualifying termination in connection with the merger, see the section entitled “The Offer—Interests of Romeo Directors and Executive Officers in the Offer and the Merger—Quantification of Potential Payments” beginning on page 86.

The estimated aggregate amount that would be payable (other than the vesting of outstanding Romeo equity awards, which is described above in the section entitled “The Offer—Interests of Romeo Directors and Executive Officers in the Offer and the Merger—Treatment of Outstanding Equity-Based Awards”) to Romeo’s six executive officers who are not named executive officers under the severance plan if the merger were to be completed and they were to experience a qualifying termination on September 15, 2022 is $3,538,963, based on the base salary and target bonus amounts in effect on September 15, 2022 and the estimated cost of COBRA premiums. These amounts do not reflect any possible reductions under the Section 280G “net-better” cutback provision included in the Executive Severance Plans.

New Employment Arrangements with Nikola

Prior to the date of this prospectus/offer to exchange, there have been no discussions with Romeo’s management regarding post-closing employment and no assurances of continued employment have been provided to Romeo’s management. It is possible that Romeo’s employees, including the executive officers, will enter into new compensation arrangements with Nikola or their affiliates (other than Romeo and its subsidiaries). Such arrangements may include agreements regarding future terms of employment, the right to receive equity or equity-based awards of Nikola or retention awards. As of the date of this prospectus/offer to exchange, no such arrangements have been established. Any such arrangements with Romeo’s employees are currently expected to be entered into after the completion of the offer and merger, if at all.

Indemnification and Insurance for Romeo Directors and Officers

Pursuant to the terms of the merger agreement, Romeo’s directors and officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. See the section entitled “Merger Agreement—Indemnification and Insurance for Romeo Directors and Officers” beginning on page 105 for a description of such ongoing indemnification and coverage obligations.

Quantification of Potential Payments

This section sets forth the information required by Item 402(t) of the SEC’s Regulation S-K regarding compensation for each “named executive officer” of Romeo that is based on, or otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to our named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding, advisory vote of Romeo’s stockholders, as described below in this section.

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of Romeo’s named executive officers would receive, assuming that (1) the effective time of the merger will occur on September 15, 2022 (which is the assumed date solely for purposes of this golden parachute compensation disclosure), (2) each of Romeo’s named executive officers will experience a qualifying termination at such time, and (3) the named executive officer’s base salary rate and annual target bonus in effect on September 15, 2022 remains unchanged through the effective time of the merger. The amounts below are determined using an assumed consideration of $0.76 per share and the Romeo equity awards that are

outstanding on September 15, 2022, and are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

For purposes of this discussion, “qualifying termination” refers to a termination of the named executive officer’s employment (i) by the named executive officer for “good reason”, (ii) by Romeo or one of its “affiliates” without “cause”, (iii) due to the named executive officer’s death or (iv) by Romeo or one of its affiliates due to the named executive officer’s “disability” (as such terms are defined in the severance plan).

For purposes of this discussion, “double-trigger” refers to benefits that require two conditions, which are the closing of the merger as well as a termination without “cause” or a resignation for “good reason” within three (3) months prior or 12 months following the effective time.

Golden Parachute Compensation


Name	Cash ($)⁽¹⁾		Equity ($)⁽²⁾		Perquisites/ Benefits ($)⁽³⁾		Total ($)
Susan S. Brennan		1,560,000		1,856,049		21,580		3,437,629
AK Srouji, Ph.D.		758,080		475,246		9,162		1,242,488
Criswell Choi ⁽⁴⁾		—		—		—		—
Lionel E. Selwood, Jr. ⁽⁴⁾		—		—		—		—

(1) The cash payments payable to Ms. Brennan and Dr. Srouji under the severance plan consist of (a) a lump sum amount equal to the executive’s base salary for the “CIC severance period” (eighteen months for Ms. Brennan and twelve months for Dr. Srouji), (b) a lump sum amount equal to the greater of (i) the projected amount of the executive’s annual bonus for the fiscal year in which the termination occurred, or (ii) the executive’s target bonus amount for such fiscal year, (c) full acceleration of vesting of the executive’s outstanding equity awards (and if vesting is based on the satisfaction of performance objectives, such objectives shall be deemed satisfied at the greater of actual performance measured as of the date of termination or 100% of target) and (d) reimbursement of premium payments for continuation coverage under Romeo’s health plan (less the employee portion of such coverage as in effect on the date of the executive’s termination of employment) for a period up to the CIC severance period. All payments described in this column are “double-trigger” payments. Dr. Srouji separated from his employment with Romeo effective July 27, 2022, and he already has received $473,800 as a severance payment as a result of this separation. Dr. Srouji will be entitled to the enhanced severance benefits set forth in the table above, less the cash amount already paid, to the extent the merger is consummated within three (3) months of such date. Set forth below are the separate values of each of the severance and the target bonus payments.


Name	Severance Payment ($)		Target Bonus ($)		Total ($)
Susan S. Brennan		936,000		624,000		1,560,000
AK Srouji, Ph.D.		473,800		284,280		758,080
Criswell Choi		—		—		—
Lionel E. Selwood, Jr.		—		—		—

(2) As described above, upon a qualifying termination within three months prior to a change in control (as such item is defined in the 2020 plan) or within twelve months following a change in control, the severance plan provides for full acceleration of vesting of the executive’s outstanding equity awards (and if vesting is based on the satisfaction of performance objectives, such objectives shall be deemed satisfied at the greater of actual performance measured as of the date of termination or 100% of target). Dr. Srouji separated from his employment with Romeo effective July 27, 2022 and will be entitled to the enhanced severance benefits set forth in the table above to the extent the merger is consummated within three (3) months of such date.

Set forth below are the values of each type of unvested equity-based award that, in each case, would vest and become payable assuming that the merger was consummated and the named executive officer experienced a qualifying termination on September 15, 2022. Such values are based on acceleration at 100% of target performance, to the extent applicable, an assumed consideration of $0.76 per share of Romeo common stock, and less the applicable exercise price in the case of unvested Romeo stock options. Treatment of all such equity awards is “double trigger.”


Name	Unvested Options ($)	Unvested RSUs ($)	Unvested PSUs ($)	Total ($)
Susan S. Brennan	—	921,463	934,586	1,856,049
AK Srouji, Ph.D.	—	91,883	383,363	475,246
Criswell Choi	—	—	—	—
Lionel E. Selwood, Jr.	—	—	—	—

(3) Reflects the cost of COBRA premiums for the executive for 18 months for Ms. Brennan and 12 months for Dr. Srouji. All such benefits are “double-trigger.”

(4) Although Messrs. Choi’s and Selwood’s employment as executive officers with Romeo ended on January 17, 2022 and August 16, 2021, respectively, they continue to be named executive officers of Romeo pursuant to Item 402(a)(3)(iv) and (i) of Regulation S-K of the Exchange Act, since they were each included in the Summary Compensation Table of Romeo’s most recently completed proxy statement, filed with the SEC on April 28, 2022. Messrs. Choi and Selwood will not receive any other compensatory payments or benefits in connection with or related to the merger other than the value that they may receive as equity holders of Romeo pursuant to the terms of the merger agreement.

Certain Relationships with Romeo

As of the date of this document, Nikola does not own any shares of Romeo common stock. Neither Nikola nor the Offeror has effected any transaction in securities of Romeo in the past 60 days. To the best of Nikola’s and the Offeror’s knowledge, after reasonable inquiry, none of the persons listed on Annex C hereto, nor any of their respective associates, beneficially owns or has the right to acquire any securities of Romeo or has effected any transaction in securities of Romeo during the past 60 days.

Nikola has been a customer of Romeo for over two years. In the fiscal years ended December 31, 2020 and 2021, Nikola remitted payments to Romeo in the aggregate amounts of $3.0 million and $3.2 million, respectively. In the six months ended June 30, 2022, Nikola remitted payments to Romeo in the aggregate amounts of $15.2 million. All payments were made pursuant to the Supply Agreement between Nikola and Romeo for engineering services and battery packs.

Prior to the execution of the merger agreement, Nikola and Romeo entered into a non-disclosure agreement, effective as of November 17, 2021 (the “Non-Disclosure Agreement”), whereby, in order to explore a potential transaction, the parties agreed to disclose and furnish certain confidential information to one another subject to certain restrictions as specified therein. The parties also agreed to certain non-solicitation and standstill provisions during the 12-month period after the effective date of the Non-Disclosure Agreement. The term of the Non-Disclosure Agreement continues in effect until terminated by either party upon 30 days prior written notice, the Non-Disclosure Agreement expires and the parties’ obligations under the Non-Disclosure Agreement (including the parties’ obligations with respect to the return, destruction or deletion of confidential information) survive until the 3^rd anniversary of the effective date of the Non-Disclosure Agreement, except that the parties’ obligations to maintain the confidentiality of and not use for any purpose not described in the Non-Disclosure Agreement, any confidential information retained or archived by the recipient and its associates. See “Other Transaction Agreements—Non-Disclosure Agreement” and the Non-Disclosure Agreement, which is filed as Exhibit 10.3 to the registration statement which this document is a part of.

Fees and Expenses

Nikola has retained Alliance Advisors, LLC as information agent in connection with the offer and the merger. The information agent may contact holders of shares by mail, email, telephone, facsimile and personal interview and may request brokers, dealers and other nominee stockholders to forward material relating to the offer and the merger to beneficial owners of shares. Nikola will pay the information agent reasonable and customary compensation for these services in addition to reimbursing the information agent for its reasonable out-of-pocket expenses. Nikola agreed to indemnify the information agent against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws.

Nikola will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers. Except as set forth above, neither Nikola nor the Offeror will pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares of Romeo common stock pursuant to the offer.

Accounting Treatment

All unaudited pro forma condensed combined financial information contained in this prospectus/offer to exchange were prepared using the acquisition method of accounting. The final allocation of the purchase price will be determined after the merger is completed and after completion of an analysis to determine the estimated net fair value of Romeo’s assets and liabilities. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. Any decrease in the estimated net fair value of the assets and liabilities of Romeo as compared to the unaudited pro forma information included in this prospectus/offer to exchange will have the effect of increasing the goodwill recognized related to the merger.

Stock Exchange Listing

Nikola shares are listed on Nasdaq under the symbol “NKLA.” Nikola intends to submit a listing application to list on Nasdaq the Nikola shares that Nikola will issue in the offer and merger as part of the offer consideration. Such listing is a condition to completion of the offer.

Resale of Nikola Common Stock

All shares of Nikola common stock received by Romeo stockholders in the merger will be freely tradable for purposes of the Securities Act and the Exchange Act, except for shares of Nikola common stock received by any Romeo stockholder who becomes an “affiliate” of Nikola after completion of the merger (such as Romeo directors or executive officers who become directors or executive officers of Nikola after the merger). Shares of Nikola common stock held by an affiliate of Nikola may be resold or otherwise transferred without registration in compliance with the volume limitations, manner of sale requirements, notice requirements and other requirements under Rule 144 or as otherwise permitted under the Securities Act. This prospectus/offer to exchange does not cover resales of shares of Nikola common stock received by any person upon completion of the merger, and no person is authorized to make any use of this prospectus/offer to exchange in connection with any resale.

Exchange Agent Contact Information

The contact information for the exchange agent for the offer and the merger is:

LOGO

If delivering by mail:

Continental Stock Transfer & Trust Company,

Attn: Corporate Actions,

1 State Street 30th Floor, New York, NY 10004

Telephone: 917-262-2378

If delivering by hand, express mail, courier

or any other expedited service:

Continental Stock Transfer & Trust Company,

Attn: Corporate Actions,

1 State Street 30th Floor, New York, NY 10004

Telephone: 917-262-2378

Director and Officer Indemnification

Under the merger agreement, certain indemnification and insurance rights exist in favor of Romeo’s current and former directors and officers. See “Merger Agreement—Indemnification and Insurance for Romeo Directors and Officers” beginning on page 105 for information about these rights.

Support Agreement

Concurrently with the execution of the merger agreement, Nikola entered into the support agreement with certain officers and directors of Romeo, pursuant to which each person has agreed, among other things, to tender and not to withdraw the shares of Romeo common stock held by them in the offer. As of September 1, 2022, approximately 1.66% of the outstanding shares of Romeo common stock are subject to the support agreement. The support agreement will terminate upon the earliest to occur of (a) the termination of the merger agreement in accordance with its terms, (b) the effective time, and (c) January 30, 2023. In addition, the support agreement terminates upon an amendment to the merger agreement without the consent of the supporting stockholder that (i) decreases the offer consideration or (ii) changes the terms of the offer or the merger or changes the form of consideration payable in the offer or the merger in a manner that is adverse to the holders of Romeo common stock. See “Other Transaction Agreements—Support Agreement.”

Timing of the Merger

The transaction is expected to be completed during the fourth quarter of 2022. Neither Nikola nor Romeo can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control, including obtaining the necessary regulatory approvals. See “Merger Agreement—Conditions to the Completion of the Merger” beginning on page 107.

Nasdaq Listing; NYSE Delisting and Deregistration of Romeo Common Stock

Prior to the completion of the merger, Nikola has agreed to use its reasonable best efforts to cause the shares of Nikola common stock to be issued in connection with the merger to be approved for listing on Nasdaq. The listing of the shares of Nikola common stock on Nasdaq, subject to official notice of issuance, is also a condition to completion of the merger.

If the merger is completed, Romeo common stock will cease to be listed on the NYSE and Romeo common stock will be deregistered under the Exchange Act.

MERGER AGREEMENT

General

This section describes the material terms of the merger agreement. The descriptions of the merger agreement in this section and elsewhere in this prospectus/offer to exchange are qualified in their entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this prospectus/offer to exchange. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to carefully read the entire merger agreement.

J Purchaser Corp. (the “Offeror”) is offering to exchange for each outstanding share of Romeo common stock validly tendered, and not validly withdrawn, in the offer, a number of validly issued, fully paid and non-assessable shares of Nikola common stock equal to the exchange ratio.

The Offeror’s obligation to accept for exchange (and Nikola’s obligation to cause the Offeror to accept for exchange) shares of Romeo common stock validly tendered, and not validly withdrawn, pursuant to the offer is subject to the satisfaction or waiver by the Offeror of certain conditions, including the condition that, prior to the expiration of the offer, there have been validly tendered and not validly withdrawn a number of shares of Romeo common stock that, upon the consummation of the offer, together with shares of Romeo common stock then owned by Nikola and the Offeror, if any, would represent at least a majority of the aggregate voting power of the shares of Romeo common stock outstanding immediately after the consummation of the offer which we refer to as the “minimum condition”), as more fully described under “The Offer—Conditions of the Offer.”

Under the merger agreement, unless Nikola receives the prior written consent of Romeo:

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the Offeror must (and Nikola shall cause the Offeror to) extend the offer for any period required by any legal requirement, or any rule, regulation, interpretation or position of the SEC, its staff or the NYSE or Nasdaq, in any such case, which is applicable to the offer, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the offer or the offer documents or this registration statement on Form S-4;

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in the event that any of the conditions to the offer (other than the minimum condition and the condition relating to the absence of a material adverse effect on Romeo and other than any such conditions that by their nature are to be satisfied at the expiration of the offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the offer to occur at such time)) have not been satisfied or waived as of any then-scheduled expiration of the offer, the Offeror must (and Nikola shall cause the Offeror to) extend the offer for successive extension periods of up to 10 business days each (or for such longer period as may be agreed by Nikola and Romeo); and

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if as of any then-scheduled expiration of the offer each condition to the offer (other than the minimum condition, and other than any such conditions that by their nature are to be satisfied at the expiration of the offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the offer to occur at such time)) has been satisfied or waived and the minimum condition has not been satisfied, the Offeror shall, and Nikola shall cause Offeror to, extend the offer for successive extension periods of up to 10 business days each (with the length of each such period being determined in good faith by Nikola) (or for such longer period as may be agreed by Nikola and Romeo in writing); however, in no event will the Offeror be required to (and Nikola will not be required to cause Offeror to) extend the expiration of the offer for more than 30 business days in the aggregate.

The Offeror and Nikola may not terminate or withdraw the offer prior to the then-scheduled expiration of the offer unless the merger agreement is validly terminated in accordance with its terms, in which case the Offeror

will, and Nikola will cause the Offeror to, irrevocably and unconditionally terminate the offer promptly (but in no event more than one business day) after such termination of the merger agreement. Among other circumstances, the merger agreement may be terminated by either Nikola or Romeo if the offer shall have terminated or expired in accordance with its terms as a result of the non-satisfaction of the minimum condition set forth in the merger agreement (subject to the rights and obligations of Nikola or the Offeror to extend the offer pursuant to the merger agreement) or if the acceptance time has not occurred by the end date. See “Merger Agreement—Termination of the Merger Agreement.”

For a more complete description of the offer, see the section entitled “The Offer.”

The Merger

The merger agreement provides that, if the offer is completed, the parties will effect the merger of the Offeror with and into Romeo, with Romeo continuing as the surviving corporation in the merger, and the former Romeo stockholders will not have any direct equity ownership interest in the surviving corporation. If the offer is completed as contemplated by the merger agreement, Nikola will own at least a majority of the aggregate voting power of shares of Romeo common stock and the merger will be governed by Section 251(h) of the DGCL. Assuming the satisfaction of the minimum condition, the absence of any amendment, modification or other change to the DGCL or the merger agreement that would render Section 251(h) of the DGCL inapplicable to the merger agreement and the accuracy of Nikola’s and the Offeror’s representations and warranties set forth in the merger agreement, no Romeo stockholder vote will be required to complete the merger.

Completion and Effectiveness of the Merger

Under the merger agreement, the closing of the merger must occur as promptly as practicable after the acceptance time, and in any case no later than the second business day following the satisfaction or waiver of the last to be satisfied or waived of the conditions to the merger, unless the parties agree otherwise in writing. See “Merger Agreement—Conditions to the Completion of the Merger.” The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or on such other date and time as agreed to by Nikola and Romeo and specified in the certificate of merger.

Offer Consideration, Merger Consideration and Exchange Ratio

In the offer, each share of Romeo common stock accepted by Offeror in accordance with the terms and subject to the conditions of the offer shall be exchanged for a number of validly issued, fully paid and non-assessable shares of Nikola common stock equal to the exchange ratio.

At the effective time of the merger (the “effective time”),

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each share of Romeo common stock and Romeo preferred stock outstanding immediately prior to the completion of the merger (other than shares of Romeo common stock and Romeo preferred stock held as treasury stock or held or owned by Romeo, Nikola, Offeror or any subsidiary of Romeo immediately prior to the effective time) shall be converted solely into the right to receive a number of validly issued, fully paid and non-assessable shares of Nikola common stock equal to the exchange ratio described in more detail below;

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each option to purchase shares of Romeo common stock that is outstanding and unexercised immediately prior to the effective time, whether under the 2020 plan, predecessor plan or otherwise and whether or not vested or exercisable, shall be cancelled and extinguished without the right to receive any consideration.

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each Romeo warrant that is outstanding and unexercised at the effective time shall be converted into and become warrants to purchase shares of Nikola common stock determined by multiplying the number of shares of Romeo common stock that were subject to such Romeo warrant by the exchange ratio (with the per share exercise price for the shares of Nikola common stock issuable upon exercise of each warrant assumed by Nikola determined by dividing the per share exercise price of the shares of Romeo common stock subject to such warrant by the exchange ratio), and Nikola shall assume each such warrant in accordance with its terms.

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each Romeo RSU and Romeo PSU that is outstanding and has not been settled immediately prior to the effective time, whether under the 2020 plan, the predecessor plan or otherwise and whether vested or unvested, shall be converted into and become a restricted stock unit (“RSU”) or a performance stock unit (“PSU”), as applicable, which would settle for shares of Nikola common stock and each such Romeo RSU or Romeo PSU, as applicable, shall be assumed by Nikola in accordance with the terms (as in effect on the date of the merger agreement) of the 2020 plan and the predecessor plan, respectively, and the terms of the restricted stock unit award agreement or performance stock unit award agreement, as applicable, by which such Romeo RSU or Romeo PSU is evidenced. With respect to each Romeo PSU, all performance-based vesting conditions shall be deemed satisfied at the greater of the “earned” or “target” performance levels. All rights with respect to shares of Romeo common stock under Romeo RSUs and Romeo PSUs assumed by Nikola shall be converted into rights with respect to shares of Nikola common stock. After the effective time, each Romeo RSU and Romeo PSU assumed by Nikola shall only be settled in Nikola common stock. The number of shares of Nikola common stock subject to each Romeo RSU or Romeo PSU assumed by Nikola will be determined by multiplying (a) the number of shares of Romeo common stock that were subject to such Romeo RSU or Romeo PSU, as in effect immediately prior to the effective time, by (b) the exchange ratio and rounding the resulting number down to the nearest whole number of shares of Nikola common stock. Any restriction on the shares of Romeo common stock issuable upon settlement of the Romeo RSU or Romeo PSU, as applicable, shall continue in full force and effect, and the term, vesting schedule, settlement and other provisions of such Romeo RSU or Romeo PSU shall otherwise remain unchanged; provided, however, that all performance-based vesting conditions shall be deemed satisfied at the greater of the “earned” or “target” performance levels.

Fractional Shares

No fractional shares of Nikola common stock shall be issued in connection with the offer to exchange or the merger, and no certificates or scrip for any such fractional shares shall be issued. Each holder of shares of Romeo common stock will receive a number of shares of Nikola common stock equal to the total number of shares of Romeo common stock held by such holder multiplied by the exchange ratio, rounded down to the nearest whole number of shares of Nikola common stock.

Procedures for Exchanging Shares of Romeo Common Stock

Prior to the acceptance time, Continental Stock Transfer & Trust Company, as the exchange agent for the merger, will establish an exchange fund to hold the shares of Nikola common stock to be issued to Romeo stockholders in connection with the offer and the merger.

The holders of Romeo warrants shall execute a letter of transmittal to be sent to each such holder by the exchange agent in connection with the assumption of such warrants. As promptly as reasonably practical after the

effective time, the exchange agent will send to each holder of record of a Romeo stock certificate that immediately prior to the effective time represented outstanding shares of Romeo common stock a letter of transmittal and instructions for surrendering the record holder’s stock certificates in exchange for the offer consideration into which the number of shares of Romeo common stock previously represented by such stock certificate will have been converted pursuant to the merger agreement. Upon surrender of a Romeo stock certificate (or affidavit of loss and evidence of a bond in lieu thereof) or book-entry shares for cancellation to the exchange agent, together with, in the case of Romeo stock certificates and book-entry shares not held through The Depository Trust Company, a letter of transmittal and certain tax documentation duly completed and validly executed in accordance with the instructions thereto, or, in the case of book-entry shares held through The Depository Trust Company, receipt of an “agent’s message” by the exchange agent, and such other documents as may be required pursuant to such instructions (such documentation, the “exchange agent documentation”), the holder of such Romeo stock certificates or book-entry shares will be entitled to receive in exchange therefor the offer consideration for each share of Romeo common stock formerly represented by such Romeo stock certificate or book-entry shares upon the later to occur of (i) the effective time or (ii) the exchange agent’s receipt of the exchange agent documentation, Romeo stock certificate (or affidavit of loss in lieu thereof) or book-entry shares so surrendered will be cancelled. The holders of Romeo book-entry shares held through The Depository Trust Company at the effective time of the merger will not be required to deliver an executed letter of transmittal or Romeo common stock certificate to the exchange agent to receive the offer consideration following the consummation of the merger.

After the effective time, each of Romeo common stock certificate or book-entry share that has not been surrendered will represent only the right to receive shares of Nikola common stock issuable pursuant to the merger. Each holder of shares of Romeo common stock will receive a number of shares of Nikola common stock equal to the total number of shares of Romeo common stock held by such holder multiplied by the exchange ratio, rounded down to the nearest whole number of shares of Nikola common stock.

Any holder or former holder of Romeo common stock may be subject to withholding under applicable legal requirements; provided, however, that, except (i) as a result of the failure of Romeo to provide the statement and notice as required pursuant to the schedule of conditions to the offer, or (ii) as a result of the failure of any stockholder to provide applicable tax documentation to the exchange agent, before making any such deduction or withholding, to the extent reasonably practicable, Nikola will provide Romeo notice of any applicable payor’s intention to make such deduction or withholding and provide Romeo with a reasonable opportunity to obtain reduction of or relief from such deduction or withholding. Nikola will commercially reasonably cooperate with Romeo to obtain such reduction of or relief from such deduction or withholding. To the extent such amounts are deducted and withheld or paid over to or deposited with the relevant governmental authority, they will be treated as having been paid to the person in respect of which such deduction and withholding was made.

Representations and Warranties; Material Adverse Effect

Romeo made a number of customary representations and warranties to Nikola in the merger agreement, including representations and warranties relating to the following matters:

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subsidiaries; due organization;

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certificate of incorporation; bylaws

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capitalization;

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SEC filings; financial statements;

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absence of changes;

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assets;

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solvency;

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real property; leaseholds;

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intellectual property;

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agreements, contracts and commitments;

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undisclosed liabilities;

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compliance; permits; restrictions; regulatory matters;

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tax matters;

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employee and labor matters; benefit plans;

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environmental matters;

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insurance;

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legal proceedings; orders;

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authority; binding nature of agreement;

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inapplicability of anti-takeover statutes;

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no vote required;

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non-contravention; consents;

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broker’s fees;

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opinion of financial advisor;

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transactions with affiliates;

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information supplied; and

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exclusivity of representations.

Portions of Romeo’s representations and warranties are qualified as to “materiality” or “material adverse effect.” Under the merger agreement, a material adverse effect with respect to Romeo means any effect, change, event, circumstance or development (an “effect”) that, considered together with all other effects that have occurred prior to the date of determination of the occurrence of such material adverse effect, that is or would reasonably be expected to be materially adverse to or has or would reasonably be expected to have or result in a material adverse effect, individually or in the aggregate, on (a) the business, financial condition, capitalization, assets, operations or financial performance of Romeo and its subsidiaries taken as a whole; or (b) the ability of Romeo to consummate the merger or the other transactions contemplated by the merger agreement, except effects from the following will not be deemed to constitute (nor will effects from any of the following, be taken into account in determining whether there has occurred) a material adverse effect (except as expressly provided) of Romeo:

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any change in the cash position of Romeo which results from operations in the ordinary course of business;

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conditions generally affecting the industries in which Romeo and its subsidiaries participate or the U.S. or global economy or capital markets as a whole, to the extent that such conditions do not have a disproportionate impact on Romeo and its subsidiaries taken as a whole, relative to other businesses in industries in which Romeo operates;

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any failure by Romeo or any of its subsidiaries to meet internal projections or forecasts or third-party revenue or earnings predictions (or for which revenues or earnings are released) or change in the price or trading volume of Romeo’s securities on or after the date of the merger agreement, provided that any such effect causing or contributing to any such failure to meet projections or predictions or any change in stock price or trading volume may constitute a material adverse effect of Romeo and may be taken into account in determining whether a material adverse effect has occurred;

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the execution, delivery, announcement or performance of the obligations under the merger agreement or the announcement, pendency or anticipated consummation of the merger, including (A) the initiation of litigation by any person with respect to the agreement or the transactions contemplated thereby, (B) any termination or loss of, reduction in or similar negative impact on Romeo’s reputation or relationships, contractual or otherwise, with any actual or potential customers, suppliers, distributors, partners or employees of Romeo or its Subsidiaries or (C) any loss or diminution of rights or privileges, or any creation of, increase in or acceleration of obligations, pursuant to a contract or otherwise, on the part of Romeo or its subsidiaries, in each case, due to the negotiation, entry into, announcement, pendency or performance of the merger agreement or identity of the parties to the merger agreement or any communication by Nikola regarding the plans or intentions of Nikola with respect to the conduct of the business of Romeo or its subsidiaries;

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any natural disaster or any acts of terrorism, epidemics or pandemics (including COVID-19), disease outbreak, sabotage, military action or war or any escalation or worsening thereof;

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any changes after the date of the merger agreement in U.S. GAAP or applicable legal requirements;

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the taking of any action, or the omission of any action, required by the merger agreement or requested by Nikola in writing.

Nikola and the Offeror made a number of representations and warranties to Romeo in the merger agreement, including representations and warranties relating to the following subject matters:

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organization; authority; enforceability;

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capitalization;

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non-contravention; governmental consents;

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legal proceedings; orders;

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broker’s fees;

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SEC filings; financial statements;

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no undisclosed liabilities;

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absence of certain changes or events;

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shares of common stock;

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no vote of Nikola stockholders;

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lack of ownership of shares;

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solvency;

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information supplied;

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tax matters; and

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exclusivity of representations.

Portions of Nikola’s representations and warranties are qualified as to “materiality” or “material adverse effect.” Under the merger agreement, a material adverse effect with respect to Nikola means any effect that, considered together with all other effects that have occurred prior to the date of determination of the occurrence of such material adverse effect, is or would reasonably be expected to be materially adverse to or has or would reasonably be expected to have or result in a material adverse effect, individually or in the aggregate, on (a) the business, financial condition, capitalization, assets, operations or financial performance of Nikola and its

subsidiaries taken as a whole; or (b) the ability of Nikola to consummate the merger or the other transactions contemplated by the merger agreement, except that effects from the following will not be deemed to constitute (nor will effects from any of the following be taken into account in determining whether there has occurred) a material adverse effect of Nikola (except as expressly provided):

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any change in the cash position of Nikola which results from operations in the ordinary course of business;

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conditions generally affecting the industries in which Nikola and its subsidiaries participate or the U.S. or global economy or capital markets as a whole, to the extent that such conditions do not have a disproportionate impact on Nikola and its subsidiaries taken as a whole, relative to other businesses in industries in which Nikola operates;

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any failure by Nikola or any of its subsidiaries to meet internal projections or forecasts or third-party revenue or earnings predictions (or for which revenues or earnings are released) or change in the price or trading volume of Nikola’s securities on or after the date of the merger agreement, except that any such effect causing or contributing to any such failure to meet projections or predictions or any change in stock price or trading volume may constitute a material adverse effect of Nikola and may be taken into account in determining whether a material adverse effect has occurred;

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the execution, delivery, announcement or performance of the obligations under the merger agreement or the announcement, pendency or anticipated consummation of the merger, including (A) the initiation of litigation by any person with respect to the merger agreement or the transactions contemplated thereby, (B) any termination or loss of, reduction in or similar negative impact on Nikola’s reputation or relationships, contractual or otherwise, with any actual or potential customers, suppliers, distributors, partners or employees of Nikola or its subsidiaries or (C) any loss or diminution of rights or privileges, or any creation of, increase in or acceleration of obligations, pursuant to a contract or otherwise, on the part of Nikola or its subsidiaries, in each case, due to the negotiation, entry into, announcement, pendency or performance of the merger agreement or identity of the parties to the merger agreement or any communication by Romeo regarding the plans or intentions of Romeo with respect to the conduct of the business of Romeo or its subsidiaries;

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any natural disaster or any acts of terrorism, epidemics or pandemics (including COVID-19), disease outbreak, sabotage, military action or war or any escalation or worsening thereof, to the extent that any such event does not have a disproportionate impact on Nikola and its subsidiaries taken as a whole;

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any changes after the date of the merger agreement in U.S. GAAP legal requirements;

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the taking of any action, or the omission of any action, required by the merger agreement or requested by Romeo in writing.

Covenants; Conduct of Business Pending the Merger

During the period commencing on July 30, 2022 and ending at the earlier of the date of termination of the merger agreement and the effective time (such period, the “pre-closing period”), Romeo will (i) conduct its business in the ordinary course and use commercially reasonable efforts to preserve intact the current business organization of Romeo and its subsidiaries and maintain their respective relations and good will with governmental bodies and all significant suppliers, customers, licensors, licensees, distributors and lessors and other significant business relations and (ii) comply in all respects with the terms of the financing agreement. During the pre-closing period, Romeo will provide Nikola with prompt notice upon the occurrence of certain events or discovery of certain

conditions, facts or circumstances and, subject to certain limited exceptions set forth in the merger agreement, without the consent of Nikola, will not, and will not permit any of its subsidiaries to:

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declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of Romeo common stock or reprice any Romeo stock option, repurchase, redeem or otherwise reacquire any shares of its common stock or other securities except for shares of Romeo stock from terminated employees;

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sell, issue or grant, or authorize the issuance of any shares of Romeo common stock or other security (except for shares of Romeo common stock issued upon the valid exercise of Romeo options, Romeo RSUs, Romeo PSUs or Romeo private placement or legacy warrants outstanding as of the date of the merger agreement), any option, warrant or right to purchase any common stock or any other security, or any instrument convertible into or exchangeable for any common stock or other security;

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amend the certificate of incorporation, bylaws or other charter or organizational documents of Romeo, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except as related to the transactions contemplated by the merger agreement;

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form any subsidiary or acquire any equity interest or other interest in any other entity;

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lend money to any person (other than for transactions among Romeo and its subsidiaries), incur or guarantee any indebtedness for borrowed money, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities or guarantee any debt securities of others;

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adopt, establish or enter into any material Romeo employee benefit plan, cause or permit any Romeo employee benefit plan to be amended other than as required by law or in order to make amendments for the purposes of compliance with Section 409A of the Code, except for in the ordinary course of business;

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pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of Romeo’s directors, employees or consultants, except for those paid or increased in the ordinary course of business or pursuant to the terms of any Romeo employee plan; pay or increase the severance or change of control benefits offered to any current or new employee or consultant, except for those paid or increased in the ordinary course of business or pursuant to the terms of Romeo’s executive severance and change in control plan; or select, designate or deem an employee, officer, or other service provider as a participant in the Romeo executive severance and change of control plan;

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terminate the employment or services of any officer or employee of Romeo with the title of vice president or above, other than for cause, or hire or promote any individual whose target annual compensation (that is, base salary or wages plus annual bonus or other short-term cash incentive compensation) is greater than $125,000, other than for the purpose of replacing a previously existing position;

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subject to the provisions of the merger agreement regarding non-solicitation by Romeo and Romeo’s board recommendation, dispose of any material asset, right or property, or grant any encumbrance with respect to such material asset, right or property;

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make, change or revoke any material tax election; file any material amendment to any tax return, adopt or change any material accounting method in respect of taxes; change any annual tax accounting period, enter into any tax allocation agreement, tax sharing agreement or tax indemnity agreement, other than commercial contracts entered into in the ordinary course of business with vendors, customers or landlords, enter into any “closing agreement” as described in Section 7121

of the Code (or any corresponding or similar provision of state, local or foreign law) with respect to any tax; settle or compromise any claim, notice, audit report or assessment in respect of material taxes; apply for or enter into any ruling from any tax authority with respect to taxes; surrender any right to claim a material tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material tax claim or assessment;

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except in the ordinary course of business, enter into, materially amend or terminate (excluding expiration in accordance with its terms) any material contract;

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except in the ordinary course of business, enter into any individual contract under which Romeo or any of its subsidiaries grants or agrees to grant any right to material intellectual property; or agrees to pay any royalties or other payments expected to be in excess of $150,000 with respect to any intellectual property;

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waive, release, assign, settle, compromise or admit wrongdoing (including by Romeo, any Romeo subsidiary or any of their affiliates or representatives) with respect to any existing or potential claim, action or proceeding (other than any claim, action or proceeding relating to taxes, which shall be governed exclusively as provided in the merger agreement), other than waivers, releases, assignments, settlements or compromises that do not include any admission of wrongdoing and do not and are not reasonably likely to create material obligations of Romeo or any of its affiliates (including Romeo’s subsidiaries, but excluding future obligations to refrain from defamation or violations of law) other than the payment of monetary damages not in excess of $100,000 in the aggregate or ordinary course claims and related legal proceedings under or with respect to any insurance policy;

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incur or commit to incur any capital expenditures, or any obligations or liabilities in connection therewith that, individually or in the aggregate, are in excess of $100,000, other than (i) any capital expenditure (or series of related capital expenditures) contemplated by Romeo’s current forecast consistent in all material respects with Romeo’s annual capital expenditure forecast for the periods following the date of the merger agreement, as provided to Nikola prior to the date of the merger agreement or (ii) in the ordinary course of business;

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except as contemplated by the merger agreement, adopt or enter into a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization; or

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agree, resolve or commit to do any of the foregoing.

During the pre-closing period, Nikola will comply in all respects with the terms of the financing agreement. Except in response to COVID-19 measures or pursuant to a legal requirement, during the pre-closing period, Nikola and Offeror will not:

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declare, accrue, set aside or pay any dividend or made any other distribution in respect of any shares of its capital stock;

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amend its certificate of incorporation, bylaws or other charter or organizational documents in any manner that would adversely affect the holders of shares of Romeo common stock who would receive shares of Nikola common stock at the effective time in a manner different from holders of shares of Nikola common stock prior to the effective time; or

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agree, resolve or commit to do any of the foregoing.

No Solicitation

The merger agreement contains provisions prohibiting Romeo from seeking a competing transaction, subject to specified exceptions described below. Under these “non-solicitation” provisions, Romeo has agreed that neither it nor its subsidiaries, nor any of their officers, directors, employees, representatives, advisors, attorneys,

accountants or agents will directly or indirectly: (i) solicit, initiate, respond to or take any action to facilitate or encourage any inquiries or the communication, making, submission or announcement of any competing proposal or competing inquiry or take any action that would reasonably be expected to lead to a competing proposal or competing inquiry; (ii) enter into or participate in any discussions or negotiations with any person with respect to any competing proposal or competing inquiry; (iii) furnish any information regarding Romeo or any of its subsidiaries to any person in connection with, in response to, relating to or for the purpose of assisting with, facilitating or encouraging a competing proposal or competing inquiry; (iv) approve, endorse or recommend any competing proposal (subject to the terms and conditions of the merger agreement); (v) execute or enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any competing proposal; or (vi) grant any waiver or release under any confidentiality, standstill or similar agreement (other than to Nikola) or approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL.

However, prior to the acceptance time of the offer, (i) Romeo may enter into discussions or negotiations with any person that has made (and not withdrawn) a bona fide, unsolicited, competing proposal, which Romeo’s board of directors determines in good faith, after consultation with its independent financial advisor, if any, and its outside legal counsel, constitutes, or is reasonably likely to lead to, a superior competing proposal, and (ii) thereafter furnish to such person non-public information regarding Romeo pursuant to an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions, no hire provisions and “standstill” provisions) at least as favorable to Romeo as those contained in the confidentiality agreement existing between Romeo and Nikola, but in each case of the foregoing clauses (i) and (ii), only if: (a) neither Romeo nor any representative of Romeo has breached its non-solicitation obligations; (b) the Romeo board of directors determines in good faith based on the advice of outside legal counsel that the failure to take such action would be inconsistent with the fiduciary duties of the Romeo board of directors under applicable legal requirements; (c) at least 24 hours prior to furnishing any such non-public information to, or entering into discussions with, such person, Romeo (x) gives Nikola written notice of the identity of such person, the terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements and proposed financing) made thereby, and of Romeo’s intention to furnish nonpublic information to, or enter into discussions with, such person; and (y) furnishes concurrently such non-public information to Nikola (to the extent such non-public information has not been previously furnished by Romeo to Nikola). Without limiting the generality of the foregoing, Romeo has acknowledged and agreed that, in the event any representative of Romeo (whether or not such representative is purporting to act on behalf of Romeo) takes any action that, if taken by Romeo, would constitute a breach of the non-solicitation obligations of Romeo, the taking of such action by such representative shall be deemed to constitute a breach of the non-solicitation obligations of Romeo for purposes of the merger agreement.

Notwithstanding anything to the contrary in the merger agreement, if Romeo receives a bona fide written competing proposal or competing inquiry from a third party that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in violation of the merger agreement, then Romeo may contact the person or any of its representatives making such competing proposal or competing inquiry solely to clarify its terms so that the Romeo board of directors may inform itself about such competing proposal or competing inquiry and inform such person of the non-solicitation provisions under the merger agreement, except that such action may only be to request a written response to clarifying questions (and not for the purpose of engaging, directly or indirectly, in any discussions or negotiations of any sort regarding the material terms of the competing proposal or competing inquiry). Romeo will deliver to Nikola a copy of such written communication simultaneously with sending such written communication to such person and will promptly (and in any event within 24 hours) deliver to Nikola a copy of any communication received from such person.

If Romeo or any of its representatives receives a competing proposal or competing inquiry at any time during the pre-closing period, Romeo will promptly (and in no event later than 24 hours after Romeo becomes aware of such competing proposal or competing inquiry) advise Nikola orally and in writing of such competing proposal

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or competing inquiry (including the identity of the person making or submitting such competing proposal or competing inquiry, the terms thereof (including proposed financing), and any written materials submitted therewith). Romeo will keep Nikola informed, on a current basis, in all material respects with respect to the status and terms of any such competing proposal or competing inquiry and any modification or proposed modification thereto, and will deliver copies of any written materials submitted therewith. Romeo will provide Nikola with at least forty-eight (48) hours’ written notice (or such shorter period of notice provided to its board of directors) of a meeting of the Romeo board of directors (or any committee thereof) at which the Romeo board of directors (or any committee thereof) is reasonably expected to consider a competing proposal or competing inquiry Romeo has received.

A “competing inquiry” is an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by or on behalf of Nikola) that could reasonably be expected to lead to a competing proposal.

A “competing proposal” is any offer or proposal (other than an offer or proposal made or submitted by or on behalf of Nikola), whether written or oral, contemplating or otherwise relating to any competing transaction (as defined below).

A “competing transaction” is any transaction or series of transactions involving:

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any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction in which (i) Romeo is a constituent corporation, (ii) a person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 15% of the outstanding securities of any class of voting securities of Romeo or any of its subsidiaries, or (iii) Romeo or any of its subsidiaries issues securities representing more than 15% of the outstanding securities of any class of voting securities of Romeo or any of its subsidiaries; or

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any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 15% or more of the consolidated book value or the fair market value of the assets of Romeo and its subsidiaries, taken as a whole.

A “superior competing proposal” is any bona fide competing proposal at a 50% threshold that: (i) was not obtained or made as a direct or indirect result of the breach of (or in violation of) the merger agreement; and (ii) is on terms and conditions that the Romeo board of directors determines, in its reasonable, good faith judgment, after obtaining and taking into account such matters that it deems relevant following consultation with its outside legal counsel and financial advisor and after taking into account such factors as the Romeo board of directors considers to be appropriate: (a) is more favorable, from a financial point of view, to the Romeo stockholders than the terms of the merger and after taking into account such factors as the Romeo board of directors considers to be appropriate; and (b) is reasonably capable of being consummated.

Nikola may terminate the merger agreement prior to 5:00 p.m. (Eastern time) on the tenth (10^th) business day following the date on which Romeo has provided written notification to Nikola of the occurrence of any of the following:

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the Romeo board of directors fails to recommend that the stockholders of Romeo accept the offer and exchange their shares of Romeo common stock for shares of Nikola common stock pursuant to the offer;

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Romeo fails to include in the Schedule 14D-9 or permit inclusion in the Form S-4 of Romeo’s its board recommendation (as defined below);

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the Romeo board of directors approves, endorses or recommends a competing proposal;

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Romeo enters into a letter of intent or similar document or a definitive agreement for a competing proposal; or

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Romeo or any representative of Romeo breaches the non-solicitation provisions and the provisions related to the Romeo board recommendation of the merger agreement and such breach results in a competing proposal (each a “Romeo triggering event”).

If the merger agreement is terminated by Nikola in connection with a Romeo triggering event and (i) before the acceptance time a competing proposal has been publicly announced or disclosed or otherwise communicated to the Romeo board of directors and not publicly withdrawn at least 5 business days prior to the acceptance time and (ii) within 12 months after the date of such termination Romeo enters into a definitive agreement with respect to a subsequent transaction (as defined above) or consummates a subsequent transaction, then Romeo will pay Nikola a fee of $3.5 million, less any amounts reimbursed pursuant to the merger agreement. See the section entitled “Merger Agreement—Termination of the Merger Agreement” below for a more complete discussion of the termination fees.

Romeo Board Recommendation

Romeo agreed, subject to the provisions of the merger agreement described below: (i) that Romeo’s board of directors shall recommend that the holders of Romeo common stock accept the offer and tender their shares of Romeo common stock to the Offeror pursuant to the offer; (ii) the Schedule 14D-9 will include a statement to the effect that the Romeo board of directors has determined that the offer is advisable and fair to, and in the best interests of, Romeo and its stockholders, has deemed advisable and approved the merger agreement, the offer, the merger and the other actions contemplated by the merger agreement, and recommends that Romeo’s stockholders accept the offer and tender their shares of Romeo common stock to the Offeror pursuant to the offer (the “Romeo board recommendation”); and (iii) the Romeo board recommendation shall not be withdrawn or modified in a manner adverse to Nikola, and no resolution by the Romeo board of directors or any committee thereof to withdraw or modify the Romeo board recommendation in a manner adverse to Nikola shall be adopted or proposed.

Subject to the non-solicitation provisions under the merger agreement, the parties agreed that at any time prior to the acceptance time, Romeo’s board of directors may withhold, amend, withdraw or modify the Romeo board recommendation in a manner adverse to Nikola or recommend any competing transaction (collectively a “Romeo board adverse recommendation change”) if, but only if, Romeo’s board of directors determines in good faith following consultation with its outside legal counsel and independent financial advisors, that the failure to withhold, amend, withdraw or modify such recommendation would be inconsistent with Romeo’s board of directors’ fiduciary duties under applicable legal requirements; except that Nikola will receive written notice from Romeo confirming that Romeo’s board of directors intends to change its recommendation at least three (3) business days in advance of the Romeo board recommendation being withdrawn, withheld, amended or modified in a manner adverse to Nikola (the “recommendation change notice period”). Such notice must describe in reasonable detail the reasons for such intention and if such reasons are related to a superior competing proposal, and specify the material terms and conditions of such superior competing proposal, including the identity of the person making such offer (and attaching the most current and complete version of any written agreement or other document relating thereto), including financing documents; all such documents will be updated on a prompt basis during such recommendation change notice period. During the recommendation change notice period, Romeo and its representatives will negotiate with Nikola in good faith to make such adjustments in the terms and conditions of the merger agreement so that such competing proposal ceases to constitute a superior competing proposal, and, at no point may the Romeo board of directors accept a superior competing proposal unless it determines in good faith that such competing proposal constitutes a superior competing proposal at the end of such recommendation change notice period after consultation with, and taking into account the advice of its independent financial advisor and its outside legal counsel, as well as any revisions to the terms of the merger or the merger agreement proposed by Nikola. In the event that, after commencement of the recommendation change notice period, there is any material revision to the terms of a superior competing

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proposal, including any revision in price or financing, the recommendation change notice period will be extended to ensure that at least two (2) business days remain in the recommendation change notice period subsequent to the time Romeo notifies Nikola of any such material revision (it being understood that there may be multiple extensions).

Nothing contained in the merger agreement will prohibit Romeo or the Romeo board of directors from (i) taking and disclosing to the stockholders of Romeo a position as contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 under the Exchange Act (other than Rule 14d-9(f) under the Exchange Act), and (ii) making a “stop, look and listen” communication to the stockholders of Romeo pursuant to Rule 14d-9(f) under the Exchange Act, except that (a) in the case of each of the foregoing clauses (i) and (ii), any such disclosure or public statement shall be deemed to be a Romeo board adverse recommendation change subject to the terms and conditions of the merger agreement unless Romeo’s board of directors reaffirms the Romeo board recommendation in such disclosure or public statement or within five (5) business days of such disclosure or public statement and (b) Romeo may not affect a Romeo board adverse recommendation change unless specifically permitted pursuant to the terms of the merger agreement.

Notwithstanding anything to the contrary in the merger agreement, the Romeo board of directors will be permitted, in response to an intervening event occurring after the date of the merger agreement, to not make the Romeo board recommendation or to withdraw or modify in a manner adverse to Nikola the Romeo board recommendation, only if and to the extent that all of the following conditions are met: (i) the Romeo board of directors determines in good faith, as a result of the intervening event, after consulting with outside legal counsel and independent financial advisors, that making the Romeo board recommendation or failing to so withdraw or modify the Romeo board recommendation is reasonably likely to be inconsistent with the fiduciary duties of the Romeo board of directors under applicable legal requirements, (ii) before taking any such action, Romeo promptly gives Nikola written notice advising Nikola of the decision of the Romeo board of directors to take such action, which notice will describe the intervening event in reasonable detail, and Romeo has observed the required recommendation change notice period after delivery of such notice to propose revisions to the terms of the merger agreement (or to make another proposal) in response to such intervening event and during such period has made its representatives reasonably available to negotiate with Nikola (to the extent Nikola wishes to negotiate) with respect to such proposed revisions or other proposal, if any (it being understood and agreed that any change in fact (other than an immaterial change) relating to such intervening event shall require a new recommendation change notice period of two (2) business Days; and (iii) Nikola does not make, within the recommendation change notice period, a proposal that the Romeo board of directors determines in good faith, after consulting with outside legal counsel and independent financial advisors, would obviate the need to not make or withdraw or modify the Romeo board recommendation.

An “intervening event” is any event, development or change in circumstances that was not known to the Romeo board of directors, or if known, the consequences of which were not reasonably foreseeable as of the date of the merger agreement, which event, change or development becomes known to the Romeo board of directors prior to the acceptance time; except the following events, changes or developments will not constitute an Intervening Event: (i) the receipt, existence or terms of a competing proposal or any matter relating thereto or consequence thereof or (ii) any change in the price or trading volume of the Romeo common stock or any other securities of Romeo or its subsidiaries (provided that the underlying causes of such changes may constitute, or be taken into account in determining whether there has been, an intervening event).

Regulatory Approvals Required for the Merger

Nikola and Romeo have agreed to each use reasonable best efforts to file or otherwise submit, as soon as reasonably practicable after the date of the merger agreement, all applications, notices, reports and other documents reasonably required to be filed by such party with or otherwise submitted by such party to any governmental body with respect to the offer, the merger and the other transactions contemplated by the merger agreement, and to submit promptly any additional information requested by any such governmental body.

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The merger agreement also provides that Romeo and Nikola will file any notification or other document required to be filed in connection with the offer and the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any applicable foreign legal requirement relating to antitrust or competition matters. Romeo and Nikola agreed to respond as promptly as practicable to any inquiries or requests received from the Federal Trade Commission or the Department of Justice for information or documentation or any inquiries or requests received from any other governmental body in connection with antitrust or competition matters.

Nikola and Romeo have agreed to give the other party the right to review and comment on all material filings or responses to be submitted to any governmental body, and to in good faith take the other party’s comments into account. Neither patty will be required to defend any lawsuits or other legal proceedings pursuant to any antitrust or competition laws, whether judicial or administrative, challenging the merger agreement or the consummation of the transactions contemplated thereby.

Nikola and Romeo further agreed to furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and to cooperate in responding to any inquiry from a governmental body, including (i) promptly informing the other party of such inquiry, (ii) consulting in advance before making any material presentations or submissions to a governmental body, (iii) giving the other party the opportunity to attend and participate in any substantive meetings or discussions with any governmental body, to the extent not prohibited by such governmental body and (iv) supplying each other with copies of all material correspondence, submissions or written communications between either party and any governmental body with respect to the merger agreement. Each of Nikola and Romeo, in their respective sole and absolute discretion, may redact material as necessary to comply with contractual arrangements, address reasonable attorney-client or other privilege concerns, exclude any information relating to Romeo valuation and similar matters relating to the transactions contemplated by the merger agreement, or designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein will be given only to the outside counsel of the recipient and will not be disclosed to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel.

Nikola and the Offeror will (or will cause any of their respective subsidiaries or affiliates or Romeo to): (i) sell, divest, license or otherwise dispose of, or hold separate and agree to sell, divest, license or otherwise dispose of, any assets of Romeo or its subsidiaries or of Nikola or the Offeror, (ii) terminate, amend or assign existing relationships and contractual rights and obligations of Romeo or its subsidiaries or of Nikola or the Offeror, (iii) require Nikola or the Offeror or Romeo or its subsidiaries, to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party or (iv) impose limitations on Nikola or the Offeror or Romeo or its subsidiaries, with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets (each of (i)-(v), a “remedy”); except, that Nikola and the Offeror will not be required to take or commit to take any remedy that would have a material adverse effect on Nikola or Romeo.

Although neither Nikola nor Romeo knows of any reason why these regulatory approvals cannot be obtained in a timely manner, neither Nikola nor Romeo can be certain when or if they will be obtained. Nikolas and Romeo’s obligations under the merger agreement are subject to certain conditions. See the section entitled “Merger Agreement—Conditions to the Completion of the Merger.”

Treatment of Romeo Equity Awards

Romeo Options. At the effective time, each option to purchase shares of Romeo common stock that is outstanding and unexercised immediately prior to the effective time, whether under the 2020 plan or the predecessor plan or otherwise and whether or not vested or exercisable, shall be cancelled and extinguished without the right to receive any consideration.

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Romeo Restricted Stock Unit Awards and Romeo Performance Stock Unit Awards. At the effective time, each Romeo RSU and Romeo PSU that is outstanding and has not been settled immediately prior to the effective time, whether under the 2020 plan, the predecessor plan or otherwise and whether vested or unvested, shall be converted into and become an RSU or PSU, as applicable, which would settle for shares of Nikola common stock and each such Romeo RSU or Romeo PSU, as applicable, shall be assumed by Nikola in accordance with the terms (as in effect on the date of the merger agreement) of the 2020 plan and the predecessor plan, respectively, and the terms of the restricted stock unit award agreement or performance stock unit award agreement, as applicable, by which such Romeo RSU or Romeo PSU is evidenced. With respect to each Romeo PSU, all performance-based vesting conditions shall be deemed satisfied at the greater of the “earned” or “target” performance levels. All rights with respect to Romeo common stock under Romeo RSUs and Romeo PSUs assumed by Nikola shall be converted into rights with respect to shares of Nikola common stock. After the effective time, each Romeo RSU and Romeo PSU assumed by Nikola shall only be settled in Nikola common stock. The number of shares of Nikola common stock subject to each Romeo RSU or Romeo PSU assumed by Nikola will be determined by multiplying (a) the number of shares of Romeo common stock that were subject to such Romeo RSU or Romeo PSU, as in effect immediately prior to the effective time, by (b) the exchange ratio and rounding the resulting number down to the nearest whole number of shares of Nikola common stock.

Treatment of Romeo Warrants

At the effective time, each Romeo warrant that is outstanding and unexercised at the effective time shall be converted into and become warrants to purchase shares of Nikola common stock, and Nikola shall assume each such warrant in accordance with its terms. All rights with respect to shares of Romeo common stock under the Romeo warrants assumed by Nikola shall be converted into rights with respect to Nikola common stock. Accordingly, from and after the effective time: (a) each Romeo warrant assumed by Nikola may be exercised solely for shares of Nikola common stock; (b) the number of shares of Nikola common stock subject to each Romeo warrant assumed by Nikola shall be determined by multiplying (i) the number of shares of Romeo common stock that were subject to such Romeo warrant immediately prior to the Effective Time by (ii) the exchange ratio and rounding the resulting number down to the nearest whole number of shares of Nikola common stock; (c) the per share exercise price for the shares of Nikola common stock issuable upon exercise of each Romeo warrant assumed by Nikola will be determined by dividing the per share exercise price of Romeo common stock subject to such Romeo warrant, as in effect immediately prior to the effective time, by the exchange ratio and rounding the resulting exercise price to the nearest whole cent; and (d) any restriction on any Romeo warrant assumed by Nikola shall continue in full force and effect, and the term and other provisions of such Romeo warrant shall otherwise remain unchanged.

Indemnification and Insurance for Romeo Directors and Officers

To the fullest extent permitted by applicable law, Nikola agreed to cause the surviving corporation to honor all of Romeo’s obligations to indemnify, hold harmless, and provide advancement of expenses (subject to certain limitations) to each person who is now, or has been at any time prior to the date of the merger agreement, or who becomes prior to the effective time an officer or director of Romeo or any of its subsidiaries (each such person, a “D&O indemnified party”) in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time, by reason of the fact that such persons served or are serving as an officer or director of Romeo or any of its subsidiaries. Nikola agreed that all rights of elimination or limitation of liability, indemnification, exculpation or advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time, now existing in favor of a D&O indemnified party as provided in certificate of incorporation or the bylaws of Romeo or its subsidiaries, in each case, as in effect on the date of the merger agreement, or pursuant to any other agreements in effect on the date of the merger agreement, including provisions relating to the advancement of expenses incurred in the defense of any legal proceeding or as permitted under applicable law shall survive the merger and continue in full force and effect. Nikola’s obligation with respect to such indemnification will survive the merger and will remain in full force and effect for a period of not less than six years after the consummation of the merger.

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Romeo agreed that, prior to the effective time, it will purchase an insurance policy with an effective date as of the closing of the merger which maintains in effect for six years from the closing date the current directors’ and officers’ liability insurance policies maintained by Romeo (the “D&O policy”), covering claims arising from facts or events that occurred at or prior to the effective time (including for acts or omissions occurring in connection with the merger agreement and the consummation of the transactions contemplated thereby) and covering each of Romeo’s and its subsidiaries’ current directors and officers, in any case on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date of the merger agreement. Alternatively, with Nikola’s consent, Romeo may, or if Romeo is unable to, Nikola may on its behalf, prior to the effective time, purchase a six (6)-year “tail” prepaid policy on the D&O policy, and in the event that Romeo or Nikola purchase such a “tail” policy, Nikola and the surviving corporation will maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder for so long as such “tail” policy will be maintained in full force and effect.

Each person who is a beneficiary under a policy described above (and, after the death of any of the foregoing persons, such person’s heirs and representatives) are intended to be third party beneficiaries under the merger agreement, with full rights of enforcement as if a party thereto. The rights of any such person shall be in addition to, and not in substitution for, any other rights that any such person may have under the organizational documents of Romeo or any of its subsidiaries, any and all indemnification agreements of or entered into by Romeo or any of its subsidiaries, or applicable legal requirements (whether at law or in equity).

Employee Matters

Under the merger agreement, for a period of not less than twelve months following the effective time, Nikola has agreed to provide or cause to be provided, with respect to each employee of Romeo who becomes an employee of Nikola or its subsidiaries as of the effective time (each a “covered employee”), for so long as such covered employee continues to be employed during such period by Nikola or a subsidiary of Nikola, with (i) a base salary or base wage rate and cash incentive compensation opportunities, in each case, that are no less favorable than the lesser of the base salary or base wage rate and cash incentive compensation opportunities provided to such covered employee immediately prior to the effective time and those provided to similarly situated employees of Nikola; and (ii) employee benefits (excluding bonus compensation, equity compensation, long-term incentives or pension plan benefits) that are, in the aggregate, no less favorable than the lesser of those provided to such covered employee immediately prior to the effective time and those provided to similarly situated employees of Nikola, including the recognition of all service of such covered employee for purposes of all employee benefits. Nikola also has agreed under the merger agreement to recognize years of service with Romeo or its subsidiaries under all employee benefit plans maintained by Nikola or its affiliates for the benefit of covered employees, except to the extent that any such recognition would result in a duplication of benefits, and to waive certain participation restrictions for continuing employees who become eligible to participate in Nikola welfare plans. Romeo will terminate its 401(k) plan(s) as of the day immediately preceding the effective time if Nikola provides timely, written notice requesting such termination in accordance with the merger agreement.

Under the merger agreement, Nikola has agreed to provide or cause to be provided to each covered employee who is an “eligible executive” under Romeo’s severance plan as of the date of the merger agreement and whose employment is terminated during the 12-month period following the effective time, with severance benefits equal to the severance benefits for which such covered employee was eligible immediately prior to the effective time under Romeo’s severance plan determined (a) without taking into account any reduction after the effective time in compensation paid to such covered employee, (b) taking into account each covered employee’s service with Romeo and Nikola and (C) without taking into account any equity awards granted by Nikola to such covered employee following the effective time.

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Additional Agreements

Each of Nikola and Romeo has agreed to, among other things:

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use its commercially reasonable efforts to cause to be taken all actions necessary to consummate the offer, the merger and any other transaction contemplated by the merger agreement;

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make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the offer, merger and any other transaction contemplated by the merger agreement;

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use its commercially reasonable efforts to obtain each consent (if any) reasonably required to be obtained pursuant to any applicable legal requirement, contract or otherwise by such party in connection with the offer, the merger or any other transaction contemplated by the merger agreement or for any such contract to remain in full force and effect;

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use its commercially reasonable efforts to satisfy the conditions precedent to the consummation of the merger agreement; and

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use its reasonable best efforts to cause the merger to qualify, and will not permit or cause any affiliate or any subsidiary to, take any actions or cause any action to be taken which would reasonably be expected to prevent the merger from being qualified, as a “reorganization” under Section 368(a) of the Code.

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reasonably cooperate with the other parties and provide the other parties with such assistance as may be reasonably requested for the purpose of facilitating the performance by each party of its respective obligations under the merger agreement and to enable the combined entity to continue to meet its obligations under the merger agreement following the closing;

Conditions to the Completion of the Merger

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there must not have been issued any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the merger by any court of competent jurisdiction or other governmental body of competent jurisdiction that remains in effect, and there must be no law, statute, rule, regulation, ruling or decree in effect which has the effect of making the consummation of the merger illegal; and

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the Offeror must have accepted for exchange all shares of Romeo common stock validly tendered and not validly withdrawn pursuant to the offer and such shares accepted are equal to or in excess of the minimum condition.

Termination of the Merger Agreement

The merger agreement may be terminated prior to the acceptance time as follows:

(1) by mutual written consent duly authorized by the boards of directors of Nikola and Romeo;

(2) by either Nikola or Romeo if the acceptance time has not occurred by the end date, except that this right will not be available to Romeo, on the one hand, or to Nikola and the Offeror, on the other hand, if such party’s action or failure to act has been a principal cause of the failure of the acceptance time to occur on or before the end date, and such action or failure to act constitutes a breach of the merger agreement;

(3) by either Nikola or Romeo if a court of competent jurisdiction or other governmental body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the merger;

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(4) by either Nikola or Romeo if (i) the offer shall have terminated or expired in accordance with its terms as a result of the non-satisfaction of the minimum condition; except that the right to terminate the merger agreement under this provision will not be available to any party if such party has failed to comply in any material respect with its respective obligations in regard to the offer as set forth in the merger agreement or (y) Romeo if Romeo shall have failed to comply in any material respect with its obligations in regard to the offer or non-solicitation as set forth in the merger agreement;

(5) by Nikola if a Romeo triggering event occurs; except that Nikola’s right to terminate pursuant to this clause will expire at 5:00 p.m. (Eastern time) on the tenth business day following the date on which Romeo has provided written notification to Nikola of any of the events described in this clause and Nikola will have the right to terminate pursuant to this clause for each such Romeo triggering event that may occur;

(6) by Romeo, upon a breach of any representation, warranty, covenant or agreement on the part of Nikola or the Offeror, or if any representation or warranty of Nikola or the Offeror becomes inaccurate, in either case such that (i) (a) the representations and warranties of Nikola and the Offeror in respect of capitalization shall not be true and correct, subject only to de minimis exceptions, at and as of the date of the merger agreement or at and as of the closing as if made at and as of the closing, except for those representations and warranties which address matters only as of a particular date (which representations were not so true and correct as of such particular date); (b) the representations and warranties of Nikola and the Offeror in respect of organization, authority, enforceability, non-contravention, governmental consents, SEC filings, shares of common stock and no vote of Nikola stockholders are not true and correct in all material respects as of the date of the merger agreement or are not true and correct in all material respects on and as of the closing date with the same force and effect as if made on the closing date, except for those representations and warranties which address matters only as of a particular date (which representations were not so true and correct as of such particular date); and (c) any other representations and warranties of Nikola and the Offeror set forth in the merger agreement are not true and correct as of the date of the merger agreement or are not true and correct on and as of the closing date with the same force and effect as if made on the closing date except (with respect solely to this clause (c)) (x) in each case, or in the aggregate, where the failure to be true and correct would not have a material adverse effect on Nikola (provided that all material adverse effect qualifications and other materiality qualifications limiting the scope of the representations and warranties of Nikola and Offeror will be disregarded), or (y) for those representations and warranties which address matters only as of a particular date (which representations were not so true and correct, subject to the qualifications as set forth in the preceding clause (i), as of such particular date) or (ii) any of the covenants and obligations in the merger agreement that either Nikola or the Offeror is required to comply with or to perform at or prior to the closing has not been complied with or performed in all material respects; except if such inaccuracy in Nikola’s or the Offeror’s representations and warranties or breach by Nikola or the Offeror is curable by Nikola or the Offeror, then the merger agreement will not terminate as a result of such particular breach or inaccuracy until the earlier of (I) the expiration of a thirty (30) day period commencing upon delivery of written notice to Nikola or the Offeror (as applicable) of such breach or inaccuracy and (II) the end date; except that the right to terminate pursuant to this clause will not be available to Romeo at any time that the merger agreement is then terminable by Nikola pursuant to the clause immediately below (Romeo’s right to terminate pursuant to this clause, the “Nikola breach termination right”); and

(7) by Nikola, (A) upon a breach of any representation, warranty, covenant or agreement on the part of Romeo set forth in the merger agreement, or if any representation or warranty of Romeo becomes inaccurate, in either case such that certain conditions to the offer set forth in the merger agreement would not be satisfied as of the time of such breach or as of the time such representation or warranty becomes inaccurate, except if such inaccuracy in Romeo’s representations and warranties or breach by Romeo is curable by Romeo then the merger agreement will not terminate as a result of such particular breach or inaccuracy until the earlier of (i) the expiration of a thirty (30) day period commencing upon delivery of written notice to Romeo of such breach or inaccuracy and (ii) the end date or (B) upon five business days’ written notice to Romeo, if Romeo or any of its subsidiaries has filed or instituted a bankruptcy, reorganization, liquidation, receivership or insolvency proceeding, or made an assignment for the benefit of its creditors; except that in the case of any involuntary

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bankruptcy proceeding, if Romeo or any of its subsidiaries consent to the involuntary bankruptcy or such proceeding is not dismissed within sixty (60) days after the filing thereof and the right to terminate the merger agreement under this clause shall not be available to Nikola at any time that the merger agreement is then terminable by Romeo pursuant to the clause above (Nikola’s right to terminate pursuant to this clause, the “Romeo breach termination right”).

Termination Fee

The merger agreement provides that Romeo will pay Nikola a termination fee of $3.5 million if (i) the merger agreement is (a) terminated by Nikola or Romeo as a result the offer having terminated or expired in accordance with its terms as a result of the non-satisfaction of the minimum condition or (b) by Nikola as a result of a Romeo triggering event, and in each case, at any time before the acceptance time a competing proposal has been publicly announced or disclosed or otherwise communicated to the Romeo board of directors and not publicly withdrawn at least 5 business days prior to the acceptance time and (ii) within 12 months after the date of such termination Romeo enters into a definitive agreement with respect to a subsequent transaction (as defined below) or consummates a subsequent transaction, then Romeo will pay Nikola a fee of $3.5 million, less any amounts reimbursed pursuant to the merger agreement.

A “subsequent transaction” is any competing transaction that results or would result in any third party beneficially owning securities of Romeo representing more than fifty percent (50%) of the voting power of the outstanding securities of Romeo or owning or exclusively licensing tangible or intangible assets representing more than fifty percent (50%) of the fair market value of the assets of Romeo and its subsidiaries, taken as a whole.

Expenses

Except for the exceptions set forth below, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expenses, whether or not the offer or the merger is consummated; except that Nikola will pay all fees and expenses, other than attorneys’ and accountants’ fees and expenses, incurred in relation to the filings by the parties under any filing requirement under the HSR Act and any foreign antitrust legal requirement applicable to the merger agreement and the transactions contemplated thereby and Nikola and Romeo will also share equally all fees and expenses incurred by engagement of the exchange agent and in relation to preparation and filing with the SEC of the offer documents, the Schedule 14D-9 and the Form S-4 (including any preliminary materials related thereto and all amendments and supplements thereto, as well as any financial statements and schedules thereto) as well as the printing of the Form S-4 and the printing or mailing of the offer documents and the Schedule 14D-9.

If the merger agreement is terminated by Nikola as a result of a Romeo triggering event or pursuant to the Romeo breach termination right, then Romeo shall reimburse Nikola for all third party expenses incurred by Nikola, up to a maximum of $3,000,000, within 10 business days following the date on which Nikola submits to Romeo true and correct copies of reasonable documentation supporting such third party expenses.

If the merger agreement is terminated by Romeo or Nikola as a result the offer having terminated or expired in accordance with its terms as a result of the non-satisfaction of the minimum condition, then Romeo shall reimburse Nikola for all third party expenses incurred by Nikola, up to a maximum of $1,750,000, within 10 business days following the date on which Nikola submits to Romeo true and correct copies of reasonable documentation supporting such third party expenses.

If the merger agreement is terminated by Romeo pursuant to the Nikola breach termination right, then Nikola shall reimburse Romeo for all third party expenses incurred by Romeo, up to a maximum of $3,000,000, within 10 business days following the date on which Romeo submits to Nikola true and correct copies of reasonable documentation supporting such third party expenses.

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Any termination of the merger agreement shall not relieve any party for its fraud or of liability for any willful breach of any representation, warranty, covenant, obligation or other provision contained in the merger agreement. “willful breach” means an action or omission taken or omitted to be taken that the breaching party intentionally takes (or fails to take) and actually knows would, or would reasonably be expected to, be or cause a material breach of the merger agreement. In determining losses or damages recoverable upon termination by a party for another party’s breach, the parties acknowledge and agree that such losses and damages may not be limited to reimbursement of expenses or out-of-pocket costs, and may include the benefit of the bargain lost by such party and its stockholders.

Governing Law; Jurisdiction

The agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or suit between any of the parties arising out of or relating to the merger agreement or any of the transactions contemplated thereby: (i) each of the parties irrevocably and unconditionally consented and submitted to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware; (ii) if any such action or suit is commenced in a state court, then, subject to applicable legal requirements, no party will object to the removal of such action or suit to any federal court located in the District of Delaware; and (iii) each of the parties irrevocably waived the right to trial by jury.

Amendment and Waiver

The merger agreement may be amended by an instrument in writing signed on behalf of each of Nikola, the Offeror and Romeo with the approval of the respective boards of directors of Nikola, Offeror and Romeo at any time.

Nikola and Romeo agreed that no failure on the part of any party to exercise any power, right, privilege or remedy under the merger agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under the merger agreement, will operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy will preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

Nikola and Romeo further agreed that no party will be deemed to have waived any claim arising out of the merger agreement, or any power, right, privilege or remedy under the merger agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver will not be applicable or have any effect except in the specific instance in which it is given.

Other Remedies; Specific Performance

Except as otherwise provided in the merger agreement, any and all remedies therein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred thereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. Nikola and Romeo agreed that irreparable damage would occur in the event that any of the provisions of the merger agreement were not performed in accordance with their specific terms or were otherwise breached. The parties are accordingly entitled to an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the terms and provisions thereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity, and each of the parties waives any bond, surety or other security that might be required of any other party with respect thereto.

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Third Party Beneficiaries

Nikola and Romeo agreed that nothing in the merger agreement, expressed or implied, is intended to or will confer upon any person (other than the parties and the D&O indemnified parties to the extent of their respective rights pursuant to the merger agreement) any right, benefit or remedy of any nature whatsoever under or by reason of the merger agreement.

Exchange of Romeo Book-Entry Shares for the Merger Consideration

Nikola has retained Continental Stock Transfer & Trust Company as the depositary and exchange agent for the offer and the merger to handle the exchange of shares of Romeo common stock for the offer consideration.

All shares of Romeo common stock are held in electronic book-entry form. No holder of book-entry shares of Romeo common stock whose shares are exchanged in the merger will be required to deliver a certificate or letter of transmittal or surrender such book-entry shares of Romeo common stock to the exchange agent to receive the offer consideration. In lieu thereof, each book-entry Romeo share will automatically on the effective time be entitled to receive, and Nikola will cause the exchange agent to pay and deliver in exchange therefor as promptly as reasonably practicable after the effective time, the offer consideration, and the payment of any dividends or other distributions, without interest, if any, which prior to proper exchange of such shares of Romeo common stock had become payable with respect to the shares of Nikola common stock issuable as offer consideration in respect of such shares of Romeo common stock.

No interest will be paid or will accrue on any portion of the offer consideration payable in respect of any shares of Romeo common stock.

OTHER TRANSACTION AGREEMENTS

Support Agreement

Concurrently with the execution of the merger agreement, Nikola entered into the support agreement with certain officers and directors of Romeo pursuant to which each person has agreed, among other things, to tender and not to withdraw the shares of Romeo common stock held by them in the offer. The support agreement will terminate upon the earliest to occur of (a) the termination of the merger agreement in accordance with its terms, (b) the effective time and (c) January 30, 2023. In addition, the support agreement terminates upon an amendment to the merger agreement without the consent of the supporting stockholder that (i) decreases the offer consideration or (ii) changes the terms of the offer or the merger or changes the form of consideration payable in the offer or the merger in a manner that is adverse to the holders of Romeo common stock.

The shares of Romeo common stock subject to the support agreement represent approximately 1.66% of the outstanding shares of Romeo common stock as of September 1, 2022.

The foregoing description of the support agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the support agreement, a copy of which is attached as Exhibit 10.1 to the registration statement which this document is a part of and incorporated herein by reference.

Supply Agreement Amendment

Concurrently with the execution of the merger agreement, Nikola and Romeo entered into an amendment to that supply agreement dated August 28, 2020 under which Romeo supplies certain automotive-grade products and the necessary battery management software to Nikola.

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Loan And Security Agreement

Concurrently with the execution of the merger agreement, Romeo and Romeo Systems, Inc., a Delaware corporation and a wholly-owned subsidiary of Romeo (“Romeo Systems”), entered into the financing agreement with Nikola as the lender. The financing agreement provides for a liquidity support senior secured debt facility (the “facility”) in an aggregate principal amount of up to $30.0 million (subject to certain incremental increases of up to $20.0 million), which shall be available for drawing subject to certain terms and conditions set forth in financing agreement. Loans under the facility may be made until the earlier of (a) six months from the date of the execution and delivery of the merger agreement and the financing agreement and (b) the date of the termination of the merger agreement. All amounts outstanding under the facility will be due on terminates upon the earlier of (a) the date that is the six-month anniversary of the termination of the merger agreement and (b) July 30, 2023, subject to acceleration upon the occurrence of certain events set forth in the financing agreement. Interest will be payable on borrowings under the facility at daily SOFR plus 8.00%.

Romeo’s obligations under the financing agreement are secured by substantially all personal property assets of Romeo and Romeo Systems, subject to certain customary exclusions.

The foregoing description of financing agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the financing agreement, a copy of which is attached as Exhibit 10.2 to the registration statement which this document is a part of, and incorporated herein by reference.

Non-Disclosure Agreement

Romeo entered into the Non-Disclosure Agreement, effective as of November 17, 2021, with Nikola, to facilitate certain discussions between the parties regarding a possible business arrangement between Nikola and Romeo. Pursuant to the Non-Disclosure Agreement, Romeo and Nikola and their respective affiliates agreed, among other things, to keep confidential certain non-public information about Romeo and Nikola subject to certain exceptions. The parties also agreed to certain non-solicitation and standstill provisions during the 12-month period after the effective date of the Non-Disclosure Agreement. The summary of the Non-Disclosure Agreement contained in the offer to Exchange under the heading entitled “Other Transaction Agreements – Non-Disclosure Agreement” is incorporated herein by reference.

The foregoing description of the Non-Disclosure Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the financing agreement, a copy of which is attached as Exhibit 10.3 to the registration statement which this document is a part of, and incorporated herein by reference.

Clean Team Confidentiality Agreement

On May 16, 2022, Romeo and Nikola entered into a clean team confidentiality agreement, under which Romeo granted certain representatives access to information on a range of financial, management, and operational issues related to the business of Romeo. Under the terms of the clean team confidentiality agreement, Nikola agreed, among other things, to use the certain information only in connection with evaluating, negotiating and consummating a potential transaction between Nikola and Romeo.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On July 30, 2022 (“Effective Date”), Nikola Corporation (“Nikola”), entered into an Agreement and Plan of Merger and Reorganization (“Merger Agreement”), among Nikola, J Purchaser Corp., Nikola’s wholly owned subsidiary (the “Offeror”) and Romeo Power, Inc (“Romeo”).

The merger will be accounted for using the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations, with Nikola representing the accounting acquirer under this guidance. The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X.

The following unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022, and the year ended December 31, 2021, give pro forma effect to the merger as if it had occurred on January 1, 2021. The unaudited pro forma condensed combined balance sheet as of June 30, 2022, gives pro