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BASIS OF PRESENTATION
12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
(a)Overview
Nikola Corporation ("Nikola" or the "Company") is a designer and manufacturer of heavy-duty commercial fuel cell electric vehicles ("FCEV") and battery electric vehicles ("BEV"), and energy infrastructure solutions. On June 3, 2020 (the "Closing Date"), VectoIQ Acquisition Corp. ("VectoIQ"), consummated a merger pursuant to the Business Combination Agreement, dated March 2, 2020 (the "Business Combination Agreement"), by and among VectoIQ, VCTIQ Merger Sub Corp., a wholly-owned subsidiary of VectoIQ incorporated in the State of Delaware ("Merger Sub"), and Nikola Corporation, a Delaware corporation ("Legacy Nikola"). Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and Legacy Nikola was effected through the merger of Merger Sub with and into Legacy Nikola, with Legacy Nikola surviving as the surviving company and as a wholly-owned subsidiary of VectoIQ (the "Business Combination").
On October 14, 2022, the Company completed the acquisition (the "Romeo Acquisition") of all of the outstanding common stock of Romeo Power, Inc. (“Romeo”). On June 30, 2023, pursuant to a general assignment (the "Assignment"), the Company transferred ownership of all of Romeo's right, title and interest in and to all of its tangible and intangible assets, subject to certain agreed upon exclusions (collectively, the "Assets") to SG Service Co., LLC, in its sole and limited capacity as Assignee for the Benefit of Creditors of Romeo ("Assignee"), and also designated Assignee to act as the assignee for the benefit of creditors of Romeo, such that, as of June 30, 2023, Assignee succeeded to all of Romeo’s right, title and interest in and to the Assets. The results of operations of Romeo are reported as discontinued operations for the year ended December 31, 2023. See Note 10, Deconsolidation of Subsidiary, for additional information.
On June 24, 2024, the Company effected a one-for-thirty (1-for-30) reverse stock split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split was approved by stockholders at the Company's annual meeting of stockholders on June 5, 2024, and on June 13, 2024, the Company's board of directors approved the Reverse Stock Split. Contemporaneously with the Reverse Stock Split, the number of authorized shares of common stock was reduced from 1,600,000,000 to 1,000,000,000. All references to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock units, share data, per share data, conversion rates and prices with respect to convertible notes and related information contained in the consolidated financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.
All references made to financial data in this Annual Report on Form 10-K are related to the Company's continuing operations, unless otherwise specifically noted.
(b)Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and pursuant to the regulations of the SEC.
Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes.
Pre-production activities for the Company's Tre fuel cell electric vehicles ("FCEV"), including manufacturing readiness, process validation, prototype builds, freight, and inventory write-downs were recorded as research and development activities on the Company's consolidated statements of operations. Concurrent with the start of production, manufacturing costs, including labor and overhead, facility costs, and inventory-related expenses related to the Tre FCEV trucks, are recorded in cost of revenues beginning in the fourth quarter of 2023.
All dollar amounts are in thousands, unless otherwise noted.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
(c)Chapter 11 Filing and Going Concern
In accordance with the Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
On February 19, 2025, the Company and certain of its direct and indirect domestic subsidiaries (together with the Company, the “Company Parties”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
On June 23, 2025, the Company Parties filed a combined disclosure statement and chapter 11 plan of liquidation with the Bankruptcy Court (as amended or modified, the “Plan of Liquidation”). The Plan of Liquidation provides for liquidation of the Company Parties’ remaining assets, the creation of a liquidation trust, distributions to holders of allowed claims, and the wind down and dissolution of the Company Parties.
On September 5, 2025, the Bankruptcy Court issued a bench ruling confirming the Plan of Liquidation and approving the adequacy of the disclosures contained therein on a final basis. The Bankruptcy Court’s written order confirming the Plan of Liquidation was entered on September 12, 2025.
The Plan of Liquidation and the transactions contemplated therein will be implemented upon the satisfaction (or waiver, to the extent waivable) of the conditions precedent to the “Effective Date” of the Plan of Liquidation.
Pursuant to the Plan of Liquidation, all of the Company’s common stock and equity securities exercisable for the Company’s common stock will be cancelled by order of the Bankruptcy Court and holders of such equity interests will not receive anything on account of such interests. Holders of the Company’s common stock and other equity interests in the Company will not receive any distribution from Nikola or the Bankruptcy Court on account of their interests in the Company’s common stock.
Commencing in April 2025 through the date hereof, the Company has sold substantially all of its assets through the bankruptcy proceedings. The Company has ceased business operations, including the manufacture and sale of trucks, and is in the process of winding down its remaining operations.
The accompanying Consolidated Financial Statements are prepared in accordance with US GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, management has concluded that the Company Parties’ need for Bankruptcy Petitions under Chapter 11 raises substantial doubt about the Company’s ability to continue as a going concern for 12 months following the issuance of the financial statements. The Company's accompanying Consolidated Financial Statements do not include any adjustments that might result from the wind-down of the Company Parties’ estates, including the disposition of the proceeds and the disposition of the Company Parties’ remaining assets to eligible claim holders.