UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): June 2, 2020
VectoIQ
Acquisition Corp.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-38495
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82-4151153
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification Number)
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1354 Flagler Drive
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Mamaroneck, NY
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10543
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(Address of principal executive offices)
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(Zip code)
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(646) 475-8506
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
þ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging
growth company þ
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 13(a) of the Exchange Act. ¨
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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VTIQ
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Common Stock
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VTIQW
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The Nasdaq Stock Market LLC
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Units, each consisting of one share of Common
Stock and one Warrant
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VTIQU
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The Nasdaq Stock Market LLC
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 2, 2020,
VectoIQ Acquisition Corp. (the “Company”) held a special meeting in lieu of the 2020 annual meeting of stockholders
(the “Special Meeting”) in connection with the proposed business combination (the “Business Combination”)
of the Company and Nikola Corporation (“Nikola”), as described in the proxy statement, prospectus and information statement
filed by the Company with the SEC on May 8, 2020 and incorporated herein by reference (the “Proxy Statement”). Present
at the Special Meeting were holders of 19,464,559 shares of the Company’s common stock (the “Common Stock”) in
person or by proxy, representing 65.67% of the voting power of the Common Stock as of May 8, 2020, the record date for the Special
Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there
were 29,640,000 shares of Common Stock issued and outstanding.
At the Special Meeting,
the Company’s stockholders approved the Business Combination Proposal, the Amendments to VectoIQ’s Certificate of Incorporation
Proposal (including each of the sub-proposals), the election of each director nominee pursuant to the Election of Directors Proposal,
the Stock Incentive Plan Proposal, the Nasdaq Proposal, and the Employee Stock Purchase Plan Proposal, in each case as defined
and described in greater detail in the Proxy Statement.
The approval of the
Business Combination Proposal and the Amendments to VectoIQ’s Certificate of Incorporation Proposal required the affirmative
vote of the holders of a majority of all then outstanding shares of the Common Stock entitled to vote thereon at the Special Meeting.
The approval of the Stock Incentive Plan Proposal, the Nasdaq Proposal and the Employee Stock Purchase Plan Proposal required the
affirmative vote of the holders of a majority of the shares of the Common Stock that were voted at the Special Meeting. The approval
of the election of each director nominee pursuant to the Election of Directors Proposal required the affirmative vote of the holders
of a plurality of the outstanding shares of the Common Stock entitled to vote and actually cast thereon at the Special Meeting.
The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s
stockholders as the Business Combination Proposal, the Amendments to VectoIQ’s Certificate of Incorporation Proposal, the
election of each director nominee pursuant to the Election of Directors Proposal, the Stock Incentive Plan Proposal, the Nasdaq
Proposal, and the Employee Stock Purchase Plan Proposal each received a sufficient number of votes for approval.
Set forth below are
the final voting results for the Business Combination Proposal, the Amendments to VectoIQ’s Certificate of Incorporation
Proposal, the election of each director nominee pursuant to the Election of Directors Proposal, the Stock Incentive Plan Proposal,
the Nasdaq Proposal, and the Employee Stock Purchase Plan Proposal:
Business Combination Proposal
The Business Combination
Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
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Against
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Abstentions
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19,458,433
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1,320
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4,806
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Amendments to VectoIQ’s Certificate of Incorporation
Proposal
The Amendments to
VectoIQ’s Certificate of Incorporation Proposal was approved. The voting results of the shares of the Common Stock for each
of the sub-proposals were as follows:
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(a)
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To change the Company’s name to “Nikola Corporation”:
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For
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Against
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Abstentions
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19,460,569
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1,874
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2,116
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(b)
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To increase the number of authorized shares of the Common Stock to 600,000,000 shares and the number
of authorized shares of the Company’s preferred stock to 150,000,000 shares:
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For
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Against
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Abstentions
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19,132,681
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271,115
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60,763
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(c)
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To approve the choice of forum provisions:
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For
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Against
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Abstentions
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19,430,436
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3,399
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30,724
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(d)
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To include supermajority voting provisions:
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For
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Against
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Abstentions
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15,573,634
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3,831,824
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59,101
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(e)
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To remove the provision renouncing the corporate opportunity doctrine:
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For
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Against
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Abstentions
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19,206,472
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184,926
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73,161
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(f)
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To revise the classification of the Company’s board of directors from two classes with each
of the successors to be elected for a two-year term to three classes with each of the successors to be elected for a three-year
term:
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For
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Against
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Abstentions
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15,436,941
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3,965,830
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61,788
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(g)
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To approve all other changes to Company’s Amended and Restated Certificate of Incorporation,
including, without limitation, the elimination of certain provisions related to the Company’s initial business combination
that will no longer be relevant following the closing of the Business Combination:
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For
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Against
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Abstentions
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19,435,610
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7,289
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21,660
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Election of Directors Proposal
The election of each director nominee
pursuant to the Election of Directors Proposal was approved. The voting results of the shares of the Common Stock for the director
nominees were as follows:
Trevor R. Milton
For
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Withheld
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19,423,559
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41,000
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Mark A. Russell
For
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Withheld
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18,810,204
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654,355
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Stephen J. Girsky
For
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Withheld
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19,280,465
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184,094
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Sooyean Jin (a.k.a. Sophia Jin)
For
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Withheld
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19,418,029
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46,530
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Michael L. Mansuetti
For
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Withheld
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18,809,866
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654,693
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Gerrit A. Marx
For
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Withheld
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18,673,548
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791,011
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Lonnie R. Stalsberg
For
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Withheld
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18,808,079
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656,480
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DeWitt
C. Thompson V
For
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Withheld
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18,807,860
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656,699
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Jeffrey W. Ubben
For
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Withheld
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18,592,956
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871,603
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Stock Incentive Plan Proposal
The Stock Incentive
Plan Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
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Against
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Abstentions
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14,888,862
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4,535,127
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40,570
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Nasdaq Proposal
The Nasdaq Proposal was approved. The
voting results of the shares of the Common Stock were as follows:
For
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Against
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Abstentions
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19,403,706
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31,634
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29,219
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Employee Stock Purchase Plan Proposal
The Employee Stock
Purchase Plan Proposal was approved. The voting results of the shares of the Common Stock were as follows:
For
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Against
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Abstentions
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19,376,429
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61,816
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26,314
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Item 7.01.
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Regulation FD Disclosure.
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The Company and Nikola
expect the Business Combination and related transactions (the “Proposed Transactions”) to close on June 3, 2020. On
June 4, 2020, the combined company’s Common Stock and Warrants are expected to commence trading on the Nasdaq Global Select
Market under the new ticker symbols “NKLA” and “NKLAW,” respectively.
Important Information and Where to Find It
In connection with the Proposed Transactions,
the Company has filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which includes
the Proxy Statement, a prospectus relating to the offer of the securities to be issued to Nikola’s stockholders in connection
with the Proposed Transactions, and an information statement to Nikola’s stockholders regarding the Proposed Transactions.
Investors and security holders and other interested parties are urged to read the Proxy Statement, and any amendments thereto and
any other documents filed with the SEC when they become available, carefully and in their entirety because they contain important
information about the Company, Nikola and the Proposed Transactions. Investors and security holders may obtain free copies of the
Proxy Statement and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov,
or by directing a request to: VectoIQ Acquisition Corp., 1354 Flagler Drive, Mamaroneck, NY 10543.
Participants in the Solicitation
The Company and Nikola and their respective
directors and certain of their respective executive officers and other members of management and employees may be considered participants
in the solicitation of proxies with respect to the Proposed Transactions. Information about the directors and executive officers
of the Company and Nikola is set forth in the Registration Statement. Stockholders, potential investors and other interested persons
should read the Registration Statement carefully before making any voting or investment decisions. These documents can be obtained
free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on Form 8-K includes certain statements
that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not
limited to, statements regarding the Company’s and Nikola’s ability to consummate the Proposed Transactions; the expected
timing of completion of the Proposed Transactions and the timing of the expected commencement of the trading of the combined company’s
Common Stock and Warrants on the Nasdaq Global Select Market. These statements are based on various assumptions and on the current
expectations of Nikola’s and the Company’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor
as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of Nikola and the Company. These forward looking statements are subject to a number of risks and uncertainties, including general
economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the potential effects
of COVID-19; the potential effects of domestic civil unrest and the potential closure of government offices, the inability of the
parties to successfully or timely consummate the Proposed Transactions or to satisfy the other conditions to the closing of the
Proposed Transactions, and those factors discussed in the Proxy Statement under the heading “Risk Factors,” and other
documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither
Nikola nor the Company presently do not know or that Nikola and the Company currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
Nikola’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this Current
Report on Form 8-K. Nikola and the Company anticipate that subsequent events and developments will cause their assessments to change.
However, while Nikola and the Company may elect to update these forward-looking statements at some point in the future, Nikola
and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing
Nikola’s or the Company’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
The disclosure set forth above in Item 7.01 of this Current
Report on Form 8-K is incorporated by reference herein.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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VECTOIQ ACQUISITION CORP.
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By:
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/s/ Stephen Girsky
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Name:
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Stephen Girsky
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Title:
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President and Chief Executive Officer
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