NKLA Nikola Corporation

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.

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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:

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.

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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

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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.”

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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.

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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

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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:

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.

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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

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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

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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

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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.

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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 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 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.

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

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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.

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 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.

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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

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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.

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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

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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.

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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.

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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.

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

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

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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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