x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
oTRANSITION REPORT PURSUANT TO SECTION 13 2023
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
VECTOIQ ACQUISITION CORP.
| Delaware | 82-4151153 | ||||||||||
(State or other jurisdiction of | (I.R.S. Employer Identification | ||||||||||
| 4141 E Broadway Road | 85040 | ||||||||||
| Phoenix, Arizona | |||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
1354 Flagler Drive
Mamaroneck, NY 10543
(Address of principal executive offices)
(Zip Code)
(646) 475-8506
(Registrant’s
code
| Title of | Trading Symbol(s) | Name of | ||||||||||||||
Common stock, | NKLA | The Nasdaq Stock |
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Accelerated filer Non-accelerated filer Smaller reporting company also have international operations and subsidiaries in Germany and Canada that are subject to the legal, political, regulatory and social requirements and economic conditions in these jurisdictions. Additionally, as part of our growth strategy, we intend to expand our truck sales, hydrogen supply, truck maintenance and repair services in North America. However, we have limited experience selling and servicing our vehicles in North America, and no experience to date selling and servicing our vehicles outside of the United States and Canada, and such expansion may require us to make significant expenditures, including the hiring of local employees and establishing facilities, in advance of generating any revenue. We are subject to a requirements, including timing and completion of certain milestones. We financial condition at such time. We operating results. Our Convertible Indebtedness - We the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act. board of directors regarding potential risks and recommendations for mitigation. Our Security Committee oversees the incident response procedure for any significant cybersecurity incidents. Units Common Stock Warrants Quarter Ended High Low High Low High Low 2018 December 31 10.20 10.05 9.76 9.51 0.61 0.39 September 30 10.20 10.04 9.60 9.51 0.70 0.50 June 30(1) 10.10 10.00 9.59 9.56 0.55 0.45 this uncertainty. Our Assets Current assets: Cash $ 1,168,600 Prepaid insurance 62,500 Total current assets 1,231,100 Non-current assets: Cash held in Trust account 47,979 Investments held in Trust account 235,243,004 Prepaid insurance 23,438 Total assets $ 236,545,521 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 1,462 Accrued liabilities 275,000 Accrued income tax payable 572,869 Total current liabilities 849,331 Deferred tax liability 102,777 Total liabilities 952,108 Commitments and Contingencies Common shares subject to possible redemption, 22,831,030 shares at redemption value 230,593,412 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,808,970 shares issued and outstanding (excluding 22,831,030 shares subject to possible redemption) at December 31, 2018 681 Additional paid-in capital 3,086,285 Retained earnings 1,913,035 Total stockholders’ equity 5,000,001 Total Liabilities and Stockholders’ Equity $ 236,545,521 For the period from Expenses: General and administrative expenses $ 402,302 Loss from operations (402,302 ) Other income: Investment income in Trust account 2,990,983 Income before income tax expense 2,588,681 Income tax expense 675,646 Net income $ 1,913,035 Weighted average share outstanding, basic and diluted 22,643,542 Basic and diluted net income per share $ 0.08 Additional Total Common stock Paid-in Retained Stockholders’ Shares Amount Capital Earnings Equity Balance at January 23, 2018 (Inception) — $ — $ — $ — $ — Issuance of common stock to initial stockholders on February 15, 2018 5,750,000 575 24,425 — 25,000 Issuance of common stock to private placement stockholders on May 18, 2018 at $10 per share 800,000 80 7,999,920 — 8,000,000 Issuance of common stock to public shareholders on May 18, 2018 at $10 per share net of underwriting discount and offering expenses 20,000,000 2,000 195,353,378 — 195,355,378 Issuance of common stock to private placement stockholders on May 29, 2018 at $10 per share 90,000 9 899,991 — 900,000 Issuance of common stock to public shareholders on May 29, 2018 at $10 per share net of underwriting discount of $600,000 3,000,000 300 29,399,700 — 29,400,000 Proceeds subject to possible conversion of 22,831,030 shares (22,831,030 ) (2,283 ) (230,591,129 ) — (230,593,412 ) Net income — — — 1,913,035 1,913,035 Balance at December 31, 2018 6,808,970 $ 681 $ 3,086,285 $ 1,913,035 $ 5,000,001 COMPREHENSIVE LOSS Cash flow from operating activities: Net income $ 1,913,035 Adjustments to reconcile net income to net cash used in operation Investment income earned on marketable securities held in Trust account (2,990,983 ) Deferred income taxes 102,777 Changes in operating assets and liabilities: Increase in prepaid expenses (85,938 ) Increase in accounts payable and accrued liabilities 276,462 Increase in accrued income tax payable 572,869 Net cash used in operating activities (211,778 ) Cash flows from investing activities: Purchases of investments held in Trust account (466,922,021 ) Maturities of marketable securities held in Trust account 234,670,000 Net cash used in investing activities (232,252,021 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of offering costs of $5,244,622 233,680,378 Proceeds from note payable 120,000 Payments on note payable (120,000 ) Net cash provided by financing activities 233,680,378 Net increase in cash and cash held in Trust account 1,216,579 Cash and cash held in Trust account—beginning of period — Cash and cash held in Trust account—end of period $ 1,216,579 STOCKHOLDERS' EQUITY manufacturer of heavy-duty commercial FCEVs and BEVs, and energy infrastructure solutions. 2023 and 2022. Restricted Cash and Cash Equivalents establish their recorded values. annual increases commensurate with base rent increases pursuant to the Lease Agreement. The adjustment. Assignment. Carrying value Gross Unrealized Quoted Price Prices Assets: Cash held in Trust account $ 47,979 $ — $ 47,979 U.S. government treasury bills 235,243,004 (31,784 ) 235,211,220 Total $ 235,290,983 $ (31,784 ) $ 235,259,199 2023 and consisted of the following: December Federal: Current $ 460,929 Deferred 82,694 State and Local: Current 111,940 Deferred 20,083 Income tax provision $ 675,646 2018 Amount Percent of Pretax Income Current tax at U.S. statutory rate $ 543,623 21.00 % State taxes, net of federal benefit 132,023 5.10 % Total Income Tax Provision $ 675,646 26.10 % to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. The December Deferred tax asset (liability): Unrealized gains on marketable securities $ (155,578 ) Start-up costs 52,801 Deferred tax liability $ (102,777 ) 2023. Directors, Ethics" and "Delinquent Section 16(a) Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Approximate Percentage of Common Stock (2) VectoIQ Holdings, LLC. (3) 4,586,132 15.5 % BlackRock, Inc. (4) 2,776,207 9.4 % Polar Asset Management Partners Inc. (5) 2,673,000 9.0 % Weiss Asset Management LP (6) 1,630,800 5.5 % Basso SPAC Fund LLC (7) 1,599,000 5.4 % Stephen Girsky (8) 4,586,132 15.5 % Mary Chan (8) — — Steve Shindler (8) — — Mindy Luxenberg-Grant (8) — — Robert Gengelman 15,000 * Sarah W. Hallac 15,000 * Richard J. Lynch 15,000 * Victoria McInnis 15,000 * All directors and officers as a group (8 Individuals) 4,646,132 15.7 % Certain Relationships and Related Transactions XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document President and Chief Executive Officer /s/ Stephen J. Girsky President, Chief Executive Officer, Acting Chief Steven M. Shindler Jonathan M. Pertchik Sectionsection 12(g) of the Exchange Act: NoneNone (Title of class) Registrantregistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.o☐ No x☒Registrantregistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.o☐ No x☒Registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No o☐x☒ No oIndicate by check mark if disclosure“large"large accelerated filer,” “accelerated filer”, “smaller" "accelerated filer," "smaller reporting company”company," and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer o☒ o☐ x☐ x☐ Emerging growth company x☐ o☐Registrantregistrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐Exchange Act). Yes x☐ No o☒ the voting stock held by non-affiliates of the Registrant on June 29, 2018,30, 2023, based uponon the closing price of $9.58$1.38 for shares of the Registrant’s common stock as reported on theby The Nasdaq CapitalStock Market LLC, was approximately $210.4 million. For purposes$1.0 billion. Shares of this computation, all officers, directorscommon stock beneficially owned by each executive officer, director, and holder of more than 10% beneficial owners of the registrant areour common stock have been excluded in that such persons may be deemed to be affiliates. SuchThis determination shouldof affiliate status is not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.Indicate the number ofnecessarily a conclusive determination for other purposes. outstanding of each of the issuer’s classes of common stock as of February 26, 2024.latest practicable date.registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant’s 2024 Annual Meeting of Stockholders.ClassOutstanding at March 20, 2019Common stock, $0.0001 par value per share29,640,000 sharesCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSannual report on Form 10-K (this “Report”) contains forward-looking statements which reflect our current views with respectthat are not historical facts. When used in this report, words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” "could," “plan,” “predict,” “potential,” "target," "goal," "strategy," “seem,” “seek,” “future,” “outlook,” and similar expressions are intended to identify forward looking statements. These are statements that predict or indicate future events and financial performance, and any otheror trends or that are not statements of a future or forward-looking nature, constitute “forward-looking statements” for the purpose of the federal securities laws. Ourhistorical matters. These forward-looking statements include, but are not limited to, statements regarding the company’s expectations regarding its business and the potential benefits received from the planned integrated offering of trucks and fueling solutions; the potential benefits from the company’s hydrogen offtake, distribution and dispensing plans; the expected performance and specifications of company vehicles, distribution and fueling solutions; the benefits and attributes of the company's business model and strategy; the company’s expectations for its trucks and market acceptance of electric trucks and hydrogen fueling solutions; expected benefits of the company’s strategic partnerships; the company’s plans with respect to its potential leasing arrangements; the company's plans with respect to its maintenance and service program; our future capital requirements and ability to raise capital; expected uses of our common stock; beliefs regarding our competitive position; market opportunity; expectations and estimates regarding expense levels and costs; our critical judgements and estimates, and the sufficiency thereof; and expected scope, costs and timing related to the battery-electric truck recall, including the nature of the repairs, expected costs to repair the vehicles and timing of such expenses, and any potential offsets, timing of battery replacement and truck deliveries and sales. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations of management and are not predictions of actual performance. These assumptions include our management’sfinancial and business performance; expected timing with respect to the production and attributes of our FCEV and BEV trucks; expectations hopes, beliefs, intentionsregarding our hydrogen fuel station rollout plan; timing of completion of validation testing, volume production and other milestones; changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; the execution of definitive agreements with our business partners and the success of our planned collaborations; the failure to convert LOIs or strategiesMOUs into binding orders; the cancellation of orders; our future capital requirements, ability to raise capital in the future and sources and uses of cash; costs of capital; the availability of sufficient authorized common stock; the ability to obtain parts and components on a timely basis and at the acceptable prices; the outcome of investigations, litigation, complaints, product liability claims and/or adverse publicity; the implementation, market acceptance and success of our business model; developments relating to our competitors and industry; the impact of health epidemics on our business and the actions we may take in response thereto; our expectations regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about:· our ability to completeobtain and maintain intellectual property protection and not infringe on the rights of others; our initial business combination;· our expectations around the performance of a prospective target business or businesses;· our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;· our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;· the proceeds of the forward purchase securities being available to us;· our potential ability to obtain additional financingfunding for our operations and planned operations; the impact of inflation on our business; our business, expansion plans and opportunities;completeachieve cost reductions for our initialvehicles; end user demand for our trucks; assumptions regarding our recall campaign and warranty costs; the continued availability of government incentives; changes in applicable laws or regulations; and anticipated trends and challenges in our business combination;· our pool of prospective target businesses, including their industry and geographic location;·the ability of our officers and directors to generate a number of potential business combination opportunities;· the trust account not beingmarkets in which we operate.claims of third parties;· failure to list or delisting of our securities from Nasdaq or an inability to have our securities listed on Nasdaq following a business combination;· our public securities’ potential liquidityrisks and trading;· the lack of a market for our securities; or· our financial performance.The forward-looking statements contained in this annual report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be thoseuncertainties that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that maycould cause actual results or performance to bediffer materially different from those expressed or implied by these forward-looking statements.expected. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or morerisks discussed in Item 1A of these risks or uncertainties materialize, or should anythis report, as well as our ability to execute our business model, including market acceptance of our assumptions prove incorrect, actual resultsproducts and planned services; changes in applicable laws or regulations; risks associated with the outcome of any legal, regulatory, or judicial proceedings; our ability to raise capital and the terms thereof; our ability to service or repay our debt; our ability to compete; the success of our business collaborations; regulatory developments in the United States; the effects of inflation, supply chain issues and other economic, business, and/or competitive factors; risks related to the recall, including higher than expected costs, the discovery of additional problems, delays retrofitting the trucks and delivering such trucks to customers, supply chain and other issues that may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whethercreate additional delays, order cancellations as a result of newthe recall, litigation, complaints and/or product liability claims, and reputational harm; and our history of operating losses. These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to update any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.exceptfail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial results.underto put in place additional mechanisms to comply with such laws and regulations, which could cause us to incur substantial costs or require us to change our business practices, including our data management practices, in a manner adverse to our business. In particular, certain emerging privacy laws are still subject to a high degree of uncertainty as to their interpretation and application. Failure to comply with applicable securities laws.You should read this annual reportlaws or regulations or to secure personal information could result in investigations, enforcement actions and other proceedings against us, which could result in substantial fines, damages and other liability as well as damage to our reputation and credibility, which could have a negative impact on Form 10-Krevenues and profits.the understanding thatour policies and other documentation, we may at times fail to do so or may be perceived to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our employees, contractors, service providers, vendors or other third parties fail to comply with our policies and documentation. Such failures could carry similar consequences or subject us to potential local, state and federal action if they are found to be deceptive, unfair or misrepresentative of our actual future results, levelspractices. Claims that we have violated individuals’ privacy rights or failed to comply with data protection laws or applicable privacy notices could, even if we are not found liable, be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.activity, performance and events and circumstancessecurity breaches involving certain types of data. Such laws may be inconsistent or may change or additional laws may be adopted. In addition, our agreements with certain customers or truck end users may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, penalties or fines, litigation and our customers and truck end users losing confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach. Any of the foregoing could materially different from whatand adversely affect our business, prospects, operating results and financial condition.expect.GeneralDelaware corporation formed fornumber of riskspurpose of effecting a merger, shareUnited States, and foreign tax and other laws limiting our ability to repatriate funds to the United States;asset acquisition, stock purchase, reorganization, recapitalizationrates and interest rates, including risks related to any interest rate swap or other similarhedging activities we undertake;combinationprospects, operating results and financial condition could be materially harmed.referdo business, could adversely impact our business, financial condition, and results of operations.throughout this Report as our initial business combination. obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives for which we may apply.not identified any potential initial business combination targetreceived and we have not, nor has anyoneexpect to continue applying for federal and state grants, loans and tax incentives under government programs designed to stimulate the economy and support the production of alternative fuel and electric vehicles and related technologies, as well as the sale of hydrogen. We are initially focusing our efforts in California in part because of the incentives that are available. For example, in 2023, the CTC awarded us a $41.9 million grant under the Trade Corridor Enhancement Program ("TCEP") to build up to six heavy-duty hydrogen refueling stations across Southern California, subject to compliance with follow on our behalf, initiated any substantive discussions, directly or indirectly, with any potential initial business combination target.will seek to capitalize on the significant experience and contacts of our management team to complete our initial business combination. Although we may pursue our initial business combination in any business, industry or geographic location, we currently intend to focus on opportunities to capitalize on the ability of our management team, particularly our executive officers, to identify, acquire and operate a businessanticipate that in the industrial technology, transportation and smart mobility industries, which we believe has many potential target businesses. Following our initial business combination, our objectivefuture there will be to implement or support the acquired business’ growth and operating strategies.Over the last several years, there has been an increase in private equity and venture backed capital invested in the automotive/transportation technology sector. Global venture capital funding in the transportation industry increased from less than $1 billion in 2012 to approximately $16 billion in 2016, according to a 2017 Crunchbase report. However, there have been relatively few initial public offerings of business in this industry in recent years, with only 20 initial public offerings of automotive businesses in the past five years based on a data screen obtained from Capital IQ that only considered non-over-the-counter automotive initial public offerings and spin-offs in North America with an enterprise value of greater than $50.0 million. We believe that these trends providenew opportunities for us to identify private businesses that would benefitapply for grants, loans and other incentives from a public listingthe United States, state and accessforeign governments. Our ability to obtain funds or incentives from government sources is subject to the publicavailability of funds under applicable government programs, approval of our applications to participate in such programs, and in certain instances, compliance with ongoing requirements. The application process for these funds and other incentives will likely be highly competitive. We cannot assure you that we will be successful in obtaining any additional grants, loans and other incentives or achieving the follow on requirements to receive funding of grants awarded. If we are not successful in obtaining any of these incentives and we are unable to find alternative sources of funding to meet our planned capital markets, as well asneeds, our management team’s deep experiencebusiness and prospects could be materially and adversely affected.these industries.We believethe U.S. government having certain rights, including so-called march-in rights, to such patent rights and any products or technology developed from such patent rights. When new technologies are developed with U.S. government funding, the U.S. government generally obtains certain rights in any resulting patents, including a nonexclusive license authorizing the U.S. government to use the invention for noncommercial purposes. These rights may permit the U.S. government to disclose our confidential information to third parties and to exercise march-in rights to use or to allow third parties to use our licensed technology. The U.S. government can exercise its march-in rights if it determines that action is necessary because we fail to achieve the practical application of government-funded technology, because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations, or to give preference to U.S. industry. In addition, our rights in such inventions may be subject to certain requirements to manufacture products embodying such inventions in the United States. Any exercise by the U.S. government of such rights could harm our competitive position, business, financial condition, results of operations and prospects.management team is well positionedtrucks will achieve the requisite level of autonomy to identify attractive businesses within the industrial technology, automotive and smart mobility industries that would benefit from accessenable driverless systems.public marketssafety of self-driving vehicles. However, the National Highway Traffic and Safety Administration has established recommended guidelines. Certain states have legal restrictions on self-driving vehicles, and many other states are considering them. This patchwork increases the skillsdifficulty in legal compliance for our vehicles should we deploy autonomous driving features. Self-driving laws and regulations are expected to continue to evolve and may restrict autonomous driving features that we may deploy.our management team. Our objective isan autonomous hardware suite and we plan to consummate our initial business combinationpartner with such a business and enhance stockholder value by helping it to identify and recruit management, identify and complete additional acquisitions, implement operational improvements, and expand its product offerings and geographic footprint. We intend to utilize our management team’s experience and contacts in these industries to achieve this objective. We believe many businessesthird-party software provider in the industrial technology, automotive and smart mobility industries could benefit from accessfuture to the public markets but have been unable to do so due to a number of factors, including the time it takes to conduct a traditional initial public offering, market volatility and pricing uncertainty. We intend to focus on evaluating more established companies with leading competitive positions, strong management teams and strong long-term potential for growth and profitability.Stephen Girsky, our President and Chief Executive Officer, is a Managing Partner of VectoIQ, LLC, an independent advisory firm based in New York. Mr. Girsky has more than 30 years of experience working with corporate board executives, labor leaders, OEM leaders, suppliers, dealers and national policy makers. Mr. Girsky served in a number of capacities at General Motors from November 2009 until July 2014, including Vice Chairman, having responsibility for global corporate strategy, new business development, global product planning and program management, global connected consumer/OnStar, and GM Ventures LLC, Global Research & Development and Global Purchasing and Supply Chain. Mr. Girsky served as Chairman of the Adam Opel AG Supervisory Board from November 2011 to January 2014 and was President of GM Europe from July 2012 to March 2013. He also served on General Motors’ Board of Directors following its emergence from bankruptcy in June 2009 until June 2016. Mr. Girsky has also served as president of Centerbridge Industrial Partners, an affiliate of Centerbridge Partners, LP and a multibillion dollar investment fund, from 2006 to 2009. Prior to Centerbridge, Mr. Girsky served as Special Advisor to the Chief Executive Officer and Chief Financial Officer of General Motors from 2005 to 2006, and prior to that Mr. Girsky served as managing director at Morgan Stanley and as senior analyst of the Morgan Stanley Global Automotive and Auto Parts Research Team. Mr. Girsky currently serves on the Boards of Directors of United States Steel Corporation (NYSE: X) and Brookfield Business Partners Limited, the general partner of Brookfield Business Partners, L.P. (NYSE: BBU; TSX BBU.UN), as well as three private companies, drive.ai, Valens Semiconductor and Millstein & Co.Mary Chan, our Chief Operating Officer, is a Managing Partner of VectoIQ, LLC. Ms. Chan joined General Motors in 2012 as President, Global Connected Consumer. In that role, she was responsible for building the next generation of connected vehicle product and services. Prior to General Motors, Ms. Chan worked at Dell Inc., where she was Senior Vice President and General Manager of Enterprise Mobility Solutions & Services from 2009 to 2012. At Dell, she was responsible for developing Consumer PC/Gaming products and Enterprise Mobility Application services. Prior to Dell, with over 20 years of wireless infrastructure experience she was the EVP/President Global Wireless Network Group at Alcatel-Lucent and SVP of Wireless R&D at Lucent Technologies Inc. Ms.Chan currently serves on the Boards of Directors of Magna International Inc. (NYSE: MGA), Dialog Semiconductor PLC (ETR: DLG), SBA Communications Corporation (Nasdaq: SBAC) and Microelectronics Technology Inc. (TPE: 2314).Steve Shindler, our Chief Financial Officer, is a Director of NII Holdings, Inc., a provider of differentiated mobile communications services for businesses and high value consumers in Latin America. Mr. Shindler served as Chief Executive Officer of NII from 2012 until August of 2017 as well as from 2000 to 2008. As Chief Executive Officer, Mr. Shindler successfully transformed NII from a start-up operation into a leading wireless provider with nearly 11.5 million subscribers. In recent years Mr. Shindler has overseen a financial restructuring of the company that has included sales of its core businesses in Mexico, Peru, Argentina and Chile. Mr. Shindler joined Nextel Communications, Inc. in 1996 as Executive Vice President and Chief Financial Officer. Prior to joining Nextel, Mr. Shindler was Managing Director of Communications Finance at The Toronto Dominion Bank, one of the largest suppliers of capital to the wireless industry. Mr. Shindler is also a founding partner of RIME Communications Capital, a firm that has invested in early stage media, tech and telcocompanies.The past performance of the members of our management team or their affiliates is not apotentially implement Level 2 ("L2") autonomous capabilities. However, we cannot guarantee that we will be able to identify a suitable candidate for our initial business combinationthird party to provide the necessary hardware and software to enable driverless Level 4 or of success with respectLevel 5 autonomy in an acceptable timeframe, on terms satisfactory to any business combination we may consummate. You should not rely on the historical record of the performance of our managementus, or any of their affiliates’ performance as indicative of our future performance. None of our officers or directors has had any experience with any blank check companies in the past.Business StrategyOur business strategy isat all. Autonomous driving technologies are subject to identifyrisks and complete our initial business combination with a company that complements the experience of our management teamthere have been accidents and can benefit from our management team’s expertise. Our selection process is expected to leverage our management team’s contacts in the industrial technology, automotive and smart mobility industries globally, which we believe will provide us with access to attractive business combination opportunities in these industries. Our management team has experience:· managing and operating businesses in the industrial technology, automotive and smart mobility industries;· developing and growing companies, both organically and through acquisitions and investments;· evaluating and managing the growth of new products and technologies;· identifying, recruiting and mentoring management personnel;· sourcing, structuring, acquiring and selling businesses;· fostering relationships with sellers, capital providers and target management teams; and· accessing the capital markets across various business cycles.Following the completion of our initial public offering, we began the process of communicating with the network of relationships of our management team and their affiliates to articulate the parameters for our search for a potential target initial business combination and began the process of pursuing and reviewing potential opportunities.Business Combination CriteriaConsistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses and, in evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information that will be made available to us. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria or guidelines.· Focus on industrial technology, transportation and smart mobility business positioned to benefit from our management team’s extensive experience and contacts in these sectors. We believe our strategy leverages our management team’s distinctive background and vast network of industry leaders in the target industry.· Emphasis on companies that can benefit from a public listing and access to the public capital markets. We will primarily seek a target that we believe will benefit from being publicly traded and will be able to effectively utilize the broader access to capital and the public profile that arefatalities associated with being a publicly traded company.· We will target businesses that are market leaders, with establishedsuch technologies. The safety of such technologies depends in part on user interaction and attractive financial metrics and/or prospects, where we believe that our industry expertise and relationships can be used to create opportunities for value creation, whether for acquisitions, capital investments in organic growth opportunities or in generating greater operatingefficiencies. While this may include business with a history of revenue growth and profitability, we may also target businesses that are underperforming that that we believe can benefit from our expertise and/or technology.· We intend to seek target businesses that have established management teams, but that we believe could benefit from the industry experience and contacts of our management.· Middle-market businesses. We believe targeting businesses in the middle market will provide the greatest number of opportunities for investment and will maximize the collective network of our management team.These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelinesusers, as well as other considerations, factorsdrivers on the roadways, may not be accustomed to using or adapting to such technologies. To the extent accidents associated with our L2 autonomous driving systems occur, we could be subject to liability, negative publicity, government scrutiny and criteria thatfurther regulation. Any of the foregoing could materially and adversely affect our management teamresults of operations, financial condition and growth prospects.deem relevant. Inin the event that we decidefuture give rise to enter intolitigation and/or governmental investigations. Unfavorable publicity relating to us or those affiliated with us, including our initial business combination withformer executive chairman and our vehicle recall in August 2023, has and may in the future adversely affect public perception of the company. Adverse publicity and its effect on overall public perceptions of our brand, or our failure to respond effectively to adverse publicity, could have a target business that does not meet the above criteriamaterial adverse effect on our business.guidelines, we will disclose that the target business does not meet the above criteriaretain employees, partners, customers, and end users, reduced confidence in our stockholder communicationsproducts and services, harmed investor confidence and the market price of our common stock, invited legislative and regulatory scrutiny and resulted in litigation and governmental investigations and penalties. As a result, customers, potential customers, end users, potential end users, partners and potential partners have failed to award us additional business, cancelled or sought to cancel existing contracts or otherwise, or direct future business to our competitors, and may in the future take similar actions, and investors may invest in our competitors instead of us. See Legal Proceedings in Note 14, Commitments and Contingencies, to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K and incorporated herein by reference.initialbrand promotion, reputation building, and media strategies have been significant and our efforts may not be successful. We anticipate that other competitors and potential competitors will expand their offerings, which will make maintaining andcombination,may suffer.formissuance of proxy solicitation materials patents;tender offer documents that we would fileinvalidated by our competitors;the SEC.Competitive StrengthsWe believe we have the following competitive strengths:Status as a Public CompanyWe believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a mergerenforcing patents, confidentiality and invention agreements or other business combination. In this situation,intellectual property rights may make aggressive enforcement impracticable;targetworld. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of our intellectual property in foreign jurisdictions may be difficult. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States.would exchange their sharesprospects, financial condition or operating results.stockcash, and we may not have sufficient cash flow from our business to pay our substantial debt.target business for sharescase of our stock or forJune 2022 Toggle Convertible Notes, could result in a combinationfurther dilutive issuance of shares of our common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses might find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, thereif such notes are additional expenses incurred in marketing, roadshowconverted. Our business has not and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us. Furthermore, once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests than it would have as a privately-held company. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees. However, there is currently no market for our securities and a market for our securities may not develop. As a result, this purported benefit may not be realized.While we believe thatin the future generate cash flow from operations sufficient to service our status as a public company willdebt and make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entitynecessary capital expenditures, or with a private company. These inherent limitations include limitations on our available financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek stockholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence ofrepay our outstanding warrants, which may represent a source of future dilution.Financial Position and FlexibilityWith funds available for a business combination in the amount of $235,090,983, as of December 31, 2018, assuming no redemptions, and the possibility of further supplementing this amount with the proceeds from a $25,000,000 contingent forward purchase agreement, we can offer a target business a variety of options to facilitate a business combination and fund future expansion and growth of its business. Because we are able to consummate a business combination using the cash proceeds from our initial public offering, our share capital, debt or a combination of the foregoing, we have the flexibility to use an efficient structure allowing us to tailor the consideration to be paid to the target business to address the needs of the parties. However, if a business combination requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financing to help fund our business combination. Since we have no specific business combination under consideration, we have not taken any steps to secure third party financing. Accordingly, our flexibility in structuring a business combination may be subject to these constraints.Initial Business CombinationGeneralWe are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private units, the forward purchase securities (if any), our common and preferred equity (if any), new debt, or a combination of these, as the consideration to be paid in effecting a business combination which has not yet been identified. Accordingly, investors in our securities are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, we may seek to consummate our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.We will have until 24 months from the closing of our initial public offering, or May 18, 2020, to consummate an initial business combination.indebtedness. If we are unable to consummategenerate cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our initial business combination withinindebtedness will depend on the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholderscapital markets and our Board of Directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.Have Not Identified a Target BusinessTo date, we havemay not selected any target business on which to concentrate our search for a business combination. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate such companies. As a result, we cannot assure you that we will be able to locate a target business or that we will be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a business combination withdefault on our debt obligations.target business on favorable termssubstantial amount of debt or at all.Subjecttake other actions which would intensify the risks discussed above, and significant indebtedness may prevent us from taking actions that we would otherwise consider to be in our officers’best interests.directors’ pre-existing fiduciary duties and the limitation that a target business have an aggregate fair market value of at least 80% of the balance in the trust account (excluding any taxes payable on interest earned) at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Except for the general criteria and guidelines set forth above under the caption “Business Strategy,” we have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. To the extent we effect a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, wesubsidiaries may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. Although our management will endeavorable to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.Sources of Target BusinessesWhile we have not yet identified any acquisition candidates, we believe based on our combined team’s business knowledge and past experience that there are numerous acquisition candidates. We expect that our principal means of identifying potential target businesses will be through the extensive contacts and relationships of our management team. While our founders, executive officers and directors are not required to commit any specific amount of time in identifying or performing due diligence on potential target businesses, our founders, executive officers and directors believe that the relationships they have developed and their access to their contacts and resources will generate a number of potential business combination opportunities that will warrant further investigation. We also anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read this Report and know what types of businesses we are targeting. Our founders, executive officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. Our executive officers and directors must present to us all target business opportunities that have a fair market value of at least 80% of the value of the trust account (excluding any taxes payable on interest earned) at the time of the agreement to enter into the initial business combination, subject to any pre-existing fiduciary or contractual obligations. Cowen Investments is under no obligation to present us with potential acquisition targets. While we do not presentlyanticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis other than with respect to the Business Combination Marketing Agreement entered into in connection with our initial public offering, we may engage these firms or other individualsincur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which event we may paybe secured debt. The indentures governing our June 2022 Toggle Convertible Notes, June 2023 Toggle Convertible Notes and 8.25% Convertible Notes do not restrict us from incurring any unsecured debt; however, the indentures governing our June 2022 Toggle Convertible Notes and June 2023 Toggle Convertible Notes allow us to incur secured debt of up to $500.0 million.finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will our sponsor, executive officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is) other than the $10,000 monthly administrative services fee we paydisadvantage compared to our sponsor, the repayment of any loans fromcompetitors who have less debt; andsponsor, officers and directorsability to borrow additional amounts for working capital and other general corporate purposes, including to fund possible acquisitions of, or investments in, complementary businesses, products, services and reimbursementtechnologies.any out-of-pocket expenses.Our audit committee reviewsthese factors could materially and approves all reimbursements and payments made toadversely affect our sponsor, executive officers, directors or their respective affiliates, with any interested director abstaining from such review and approval. We have no present intention to enter into a business, combination with a target business that is affiliated with any of our founders, executive officers, directors or their respective affiliates. However, we are not restricted from entering into any such transactions and may do so if (i) such transaction is approved by a majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, that the business combination is fair to our unaffiliated stockholders from a financial point of view.Selection of a Target Business and Structuring of a Business CombinationSubject to our executive officers’ and directors’ pre-existing fiduciary duties and the limitations that target businesses have an aggregate fair market value of at least 80% of the balance in the trust account (excluding any taxes payable on interest earned) at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, and that we must acquire a controlling interest in the target business, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. Except for the general criteria and guidelines set forth above under the caption “Business Strategy,” we have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, our management may consider a variety of factors, including one or more of the following:· financial condition and results of operation;· growth potential;· brand recognition and potential;· experience and skill of management and availability of additional personnel;· capital requirements;· competitive position;· barriers to entry;· stage of development of the products, processes or services;· existing distribution and potential for expansion;· degree of current or potential market acceptance of the products, processes or services;· proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;· impact of regulation on the business;· regulatory environment of the industry;· costs associated with effecting the business combination;· industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and· macro competitive dynamics in the industry within which the company competes.These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third parties.The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.Fair Market Value of Target BusinessThe target business or businesses that we acquire must collectively have an aggregate fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any taxes payable on interest earned) at the time of the execution of a definitive agreement for our initial business combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance.We currently anticipate structuring our initial business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. Since we have no specific business combination under consideration, we have not entered into any such fund-raising arrangement and have no current intention of doing so. The fair market value of the target will be determined by our Board of Directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria.We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our Board of Directors independently determines that the target business complies with the 80% threshold.Lack of Business DiversificationFor an indefinite period of time after consummation of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By consummating our initial business combination with only a single entity, our lack of diversification may:· subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and· cause us to depend on the marketing and sale of a single product or limited number of products or services.Limited Ability to Evaluate the Target’s Management TeamAlthough we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’ management may not prove to be correct. The future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. Consequently, members of our management team may not become a part of the target’s management team, and the future management may not have the necessary skills, qualifications or abilities to manage a public company. Further, it is also not certain whether one or more of our directors will remain associated in some capacity with us following our initial business combination. Moreover, members of our management team may not have significant experience or knowledge relating to the operations of the particular target business. Our key personnel may not remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. operations.recruit additional managers,raise the funds necessary to settle conversions of our convertible notes in cash or that additional managers willto repurchase the notes upon a fundamental change or change in control transaction, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the notes.requisite skills, knowledgeright to require us to repurchase all or experience necessary to enhanceany portion of their notes upon the incumbent management.Stockholders May Not Have the Ability to Approve an Initial Business CombinationIn connection with any proposed business combination, we will either (1) seek stockholder approvaloccurrence of our initial business combinationa fundamental change or a change of control transaction as defined in those notes at a meeting called for such purpose at which stockholders may seekrepurchase price equal to redeem their shares, without voting and, if they do vote, regardless of whether they vote for or against the proposed business combination, into their pro rata share100% of the aggregatecapitalized principal amount then on deposit in the trust account (net of taxes payable as of two business days prior to the consummation of the initial business combination), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable as of two business days prior to the consummation of the initial business combination), in each case subject to the limitations described herein. We will seek stockholder approval if it is required by applicable law or stock exchange listing requirement, provided, that we may also decide to seek stockholder approval for business or other reasons.Under Nasdaq rules, stockholder approval would be required for our initial business combination if, for example:· we issue (other than in a public offering for cash) a number of shares of common stock that would either (a) be equal to or in excess of 20% of the number of shares of common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;· any of our directors, officers or substantial security holders (as defined by Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assetsnotes to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuancerepurchased, in the case of any of our directors and officersa fundamental change, or (b) 5%130% of the number of shares of common stock or 5%capitalized principal amount of the voting power outstanding before the issuancenotes to be repurchased, in the case of a change in control transaction, plus accrued and unpaid interest, if any. Holders of 8.25% Convertible Notes have the right to require us to repurchase all or any substantial security holders;portion of their notes upon the occurrence of a fundamental change or· a change of control transaction as defined in those notes at a repurchase price equal to 100% of the issuance or potential issuanceprincipal amount of the notes to be repurchased in the case of a fundamental change plus accrued and unpaid interest, if any. In addition, upon conversion of our June 2022 Toggle Convertible Notes and June 2023 Toggle Convertible Notes, unless we elect to deliver solely shares of our common stock will resultto settle such conversion (other than paying cash in our undergoing a changelieu of control.Ifdelivering any fractional share), we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or allrequired to make cash payments in respect of his, her or its shares rather than some pro rata portionthe notes being converted. In addition, upon conversion of his, her or its shares. The decision as to whetherour 8.25% Convertible Notes, we will seek stockholder approvalbe required to deliver to the converting holder in cash a coupon make-whole premium in an amount equal to the present value of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will beall regularly scheduled payments of interest due on each interest payment date of such notes until the maturity date thereof discounted based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Unlike other blank check companies which require stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and related redemptions of public shares for cash upon consummation of such initial business combination even when a vote is not required by law, we will have the flexibility to avoid such stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek stockholder approval, a majority of the shares of common stock voted at a stockholder meeting are voted in favor of the business combination.We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended.United States treasuries plus 50 basis points. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, we may need to have more than $5,000,001 in net tangible assets upon consummation and this may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not have enough available cash or be able to consummateobtain financing at the time we are required to make repurchases of notes surrendered therefor or notes being converted. In addition, our ability to repurchase our June 2022 Toggle Convertible Notes, June 2023 Toggle Convertible Notes and 8.25% Convertible Notes, or to pay cash upon conversions of such initial business combinationnotes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase our June 2022 Toggle Convertible Notes, June 2023 Toggle Convertible Notes and 8.25% Convertible Notes at a time when the repurchase is required by the indenture that governs such notes or to pay any cash payable on future conversions of such notes as required by the indenture that governs such notes would constitute a default under such indenture. A default under any such indenture or the occurrence of the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness. If the repayment ofbe ablehave sufficient funds to locate another suitable target withinrepay the applicable time period, if at all. Public stockholders may therefore have to wait 24 months from the closingindebtedness, repurchase such notes or make cash payments upon conversions of the initial public offering in order to be able to receive a pro rata share of the trust account.Our founders and our executive officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination, including the founder shares and the shares of common stock underlying the private units, (2) not to redeem any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination and (3) not sell any shares of common stock in any tender in connection with a proposed initial business combination. As a result, we would need only 7,574,623 or approximately 38%, of the 20,000,000 public shares sold in the initial public offering to be voted in favor of a transaction in order to have our initial business combination.Permitted Purchases of Our SecuritiesNonesuch notes.founders, executive officers, directors, director nominees or their affiliates has indicated any intention to purchase units or shares of common stock in the initial public offering or from persons in the open market or in private transactions. However,June 2022 Toggle Convertible Notes and June 2023 Toggle Convertible Notes, if we seek stockholder approval oftriggered, may adversely affect our initial business combinationfinancial condition and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our founders, directors, director nominees, executive officers, advisors or any of their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions. There is no limit on the number of shares or warrants such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.founders, directors, director nominees, executive officers, advisors or anyJune 2022 Toggle Convertible Notes and June 2023 Toggle Convertible Notes is triggered, holders of their affiliates determine to make any such purchases of public shares at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust accountnotes will be usedentitled to purchase public sharesconvert such notes at any time during specified periods at their option. If one or public warrants inmore holders elect to convert such transactions. If any ofnotes, unless we elect to satisfy our founders, directors, director nominees, executive officers, advisors or any of their affiliates engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibitedconversion obligation by Regulation M under the Exchange Act. We cannot currently determine whether any of our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as that would be dependent upon several factors, including but not limited to the timing and size of any such purchase. Depending on the circumstances, any of our insiders may decide to make purchases of our securities pursuant to a Rule 10b5-1 plan or may determine that acting pursuant to such a plan is not required under the Exchange Act.Our founders, executive officers, directors, director nominees and their affiliates anticipate that they may identify the stockholders with whom they may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our founders, executive officers, directors, director nominees or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination.We do not currently anticipate that purchases of our public shares or public warrants by any of our founders, directors, director nominees, executive officers, advisors or any of their affiliates, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of our founders, directors, director nominees, officers, advisors or any of their affiliates will purchasedelivering solely shares of our common stock if such purchases(other than paying cash in lieu of delivering any fractional share), we would violate Section 9(a)(2)be required to settle a portion or Rule 10b-5all of the Exchange Act.Redemption RightsAt any meeting called to approve an initial business combination, public stockholders may seek to redeem their shares of common stock without voting and, if they do vote, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not yet paid (which taxes may be paid only from the interest earned on the funds in the trust account). Alternatively, we may provide our public stockholders with the opportunity to sell their shares of common stock to us through a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not yet paid.We may also require public stockholders seeking redemption, whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the business combination.There is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering themconversion obligation through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether orpayment of cash, which could adversely affect our liquidity. In addition, even if holders do not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders seeking to exercise redemption rights to deliver their shares prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders.Any proxy solicitation materials we furnish to stockholders in connection with a vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time the stockholder received our proxy statement up until the vote on the proposal to approve the business combination to deliver his shares if he wishes to seek to exercise his redemption rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he is a record holder, or his shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact. Please see the risk factor titled “We will require public stockholders who wish to redeem their shares of common stock in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights” for further information on the risks of failing to comply with these requirements.The foregoing is different from the procedures historically used by some blank check companies. Traditionally, in order to perfect redemption rights in connection with a blank check company’s business combination, the company would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him to deliver his certificate to verify ownership. As a result, the stockholder then had an “option window” after the consummation of the business combination during which he could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he could sell his or her shares in the open market before actually delivering his shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become a “continuing” right surviving past the consummation of the business combination until the holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a holder’s election to redeem his shares is irrevocable once the business combination is approved.Any request to redeem such shares once made, may be withdrawn at any time up to the vote on the proposed business combination. Furthermore, if a holder of a public share delivered his certificate in connection with an election of their redemption and subsequently decides prior to the vote on the proposed business combination not to elect to exerciseconvert such rights, he may simply request that the transfer agent return the certificate (physicallynotes, we could be required under applicable accounting rules to reclassify all or electronically).If the initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account as of two business days prior to the consummation of the initial business combination. In such case, we will promptly return any shares delivered by public holders.Liquidation if No Business CombinationOur amended and restated certificate of incorporation provides that we will have only 24 months from the closing of our initial public offering to complete an initial business combination. If we have not completed an initial business combination by such date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100%a portion of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Corporation to pay taxes (less taxes payable and up to $100,000principal of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rightsnotes as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period.Our founders, executive officers, directors and director nominees have that they will not propose any amendment to our amended and restated certificate of incorporation that would stop our public stockholders from redeeming their shares of common stock in connection with a business combination or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within 24 months from the closing of this unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, net of franchise and income taxes payable, divided by the number of then outstanding public shares. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our founders, any executive officer, director or director nominee, or any other person.Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. If we are unable to complete a business combination within the prescribed time frame, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the 24-month anniversary of the closing of the initial public offering, and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.Because we will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company,current rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.We are required to use our reasonable best efforts to have all third parties (including any vendors or other entities we engage after the initial public offering) and any prospective target businesses enter into agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claimlong-term liability, which would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, we cannot assure you of this fact as there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Our underwriters and auditor are the only third parties we are currently aware of that may not execute a waiver. Nor is there any guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account.In the event that the proceeds in the trust account are reduced below: (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our franchise and income taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in certain instances. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per share redemption price will not be substantially less than $10.10 per share.We anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than ten business days to effectuate such distribution. Our founders have waived their rights to participate in any liquidation distribution with respect to the founder shares and private shares. There will be no distribution from the trust account with respect to our warrants, which will expire worthless. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account and the interest earned on the funds held in the trust account that we are permitted to withdraw to pay such expenses.If we are unable to complete an initial business combination and expend all of the net proceeds of the initial public offering, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share redemption price would be $10.10. The proceeds deposited in the trust account could, however, become subject to claimsmaterial reduction of our creditors that are in preferencenet working capital.the claims of public stockholders.Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete a business combination within the required time period or if the stockholders seek to redeem their respective shares upon a business combination which is actually completed by us or upon certain amendments to our charter documents as described elsewhere herein. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.Our founders will not participate in any redemption distribution from our trust account with respect to such founder shares. Additionally, any loans made by our officers, directors, sponsors or their affiliates for working capital needs will be forgiven and not repaid if we are unable to complete an initial business combination.If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders at least $10.10 per share.If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after twenty-four months from the closing of the initial public offering, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.Amended and Restated Certificate of IncorporationOur amended and restated certificate of incorporation contain certain requirements and restrictions that will apply to us until the consummation of our initial business combination. These provisions, including provisions regarding the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the required time period, cannot be amended without the approval of holders of at least 65% of our common stock. If we seek to amend any provisions of our amended and restated certificate of incorporation that would stop our public stockholders from redeeming or selling their shares to us in connection with a business combination or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within 24 months from the closing of our initial public offering, we will provide dissenting public stockholders with the opportunity to redeem their public shares in connection with any such vote. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our founders, any executive officer, director or director nominee, or any other person. Our founders, executive officers and directors have agreed to waive any redemption rights with respect to any common stock held by them, and any public shares they may hold in connection with any vote to amend our amended and restated certificate of incorporation. Specifically, our amended and restated certificate of incorporation provides, among other things, that:· we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein;· we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek stockholder approval, a majority of the shares of common stock voted at a stockholder meeting are voted in favor of the business combination;· if our initial business combination is not consummated within 24 months from the closing of our initial public offering, then we will redeem all of the outstanding public shares and thereafter liquidate and dissolve the Company;· we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and· prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that votesOperating as a class with the common stock sold in the initial public offering on any matter.CompetitionIn identifying, evaluatingPublic Companyselecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of the initial public offering, our ability to compete in acquiring certain sizable target businesses may be limited by our available financial resources.The following also may not be viewed favorably by certain target businesses:· our obligation to seek stockholder approval of a business combination or engage in a tender offer may delay the completion of a transaction;· our obligation to redeem shares of common stock held by our public stockholders may reduce the resources available to us for a business combination;· our outstanding warrants, and the potential future dilution they represent.Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our statusadministrative burdens as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potentialcompany, which could have an adverse effect on favorable terms.If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.EmployeesWe have four executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once a suitable target business to acquire has been located, management will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of a business combination.Periodic Reporting and Audited Financial StatementsWe have registered our units, common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, this report contains financial statements audited and reported on by our independent registered public accountants. You may request a copy of our filings with the SEC (excluding exhibits) at no cost by writing or telephoning us at the following address or telephone number:VectoIQ Acquisition Corp.1354 Flagler DriveMamaroneck, NY 10543Tel: (646) 475-8506We will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing the target business. These financial statements will need to be prepared in accordance with or reconciled to United States generally accepted accounting principles or international financial reporting standards. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have the necessary financial statements. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.We may be required to have our internal control procedures audited for the fiscal year ending December 31, 2019 as required by the Sarbanes-Oxley Act. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.This Report contains forward-looking information based on our current expectations. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Report, including our consolidated financial statements and the related notes appearing at the end of this Report, before deciding whether to invest in our units. If any of the following events occur, our business, financial condition and operating results mayof operations.materially adversely affected. In that event,promulgated thereunder, the trading pricePublic Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. Our management and other personnel need to devote a substantial amount of our securities could decline,time to these compliance and you could lose all or part of your investment.We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.We are a blank check company with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We may be unable to complete our initial business combination.disclosure obligations. If we fail to complete our initial business combination, we will never generate any operating revenues.Past performance by our management team may not be indicative of future performance of an investment in our company.Information regarding performance by, or businesses associated with, our management team and their affiliates is presented for informational purposes only. Past performance by our management team is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely onthese requirements divert the historical recordattention of our management team’s or their affiliates’ performance as indicativeand personnel from other aspects of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. None of our officers or directors has had experience with any blank check companies in the past.The requirement that the target business, or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the execution of a definitive agreement for our initial business combination may limit the type and number of companies that we may complete such a business combination with.Pursuant to the Nasdaq listing rules, the target business or businesses that we acquire must collectively have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding any taxes payable on interest earned) at the time of the agreement to enter into the initial business combination. This restriction may limit the type and number of companies that we may complete an initial business combination with. If we are unable to locate a target business or businesses that satisfy this fair market value test, we may be forced to liquidate, and you will only be entitled to receive your pro rata portion of the funds in the trust account.Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may consummate our initial business combination even though a majority of our public stockholders do not support such a combination.We may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder approval under applicable law or stock exchange rules or if we decide to hold a stockholder vote for business or other reasons. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek stockholder approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and outstanding shares of common stock do not approve of the business combination we consummate. Please see “Item 1 Business” for additional information. Our founders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.If we seek stockholder approval of our initial business combination, our founders, executive officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.Unlike many other blank check companies in which the founders, executive officers, directors and director nominees agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our founders, executive officers, directors and director nominees have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any common stock held by them in favor of our initial business combination. We expect that our founders, executive officers, directors and director nominees, and their permitted transferees will own at least approximately 20% of the issued and outstanding shares of our common stock at the time of any such stockholder vote. Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public stockholders.Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Because our Board of Directors may consummate our initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into our initial business combination with a target.We may enter into a transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we may not be able to meet such closing condition, and as a result, would not be able to proceed with such business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Our amended and restated certificate of incorporation will require us to provide all of our public stockholders with an opportunity to redeem all of their shares in connection with the consummation of any initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination, or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets would be aware of these risks and, thus, may be reluctant to enter into our initial business combination transaction with us.The forward purchase investor has the ability to excuse itself from its obligation to purchase forward purchase shares for any reason.Pursuant to the contingent forward purchase agreement we entered into in connection with our initial public offering, the forward purchase investor may purchase up to 2,500,000 forward purchase shares, plus a number of forward purchase warrants equaling the number of forward purchase shares acquired, for total gross proceeds of up to $25,000,000. Pursuant to such agreement, if, upon notification of our intention to enter into an initial business combination, the forward purchase investor decides not to purchase such forward purchase securities for any reason, it will be excused from its obligation to purchase such forward purchase shares. This excusal right could give the forward purchase investor significant influence over our decision of whether or not to proceed with an initial business combination with a particular target business. We may not be able to obtain any or enough additional funds to account for such shortfall, which may impact our ability to consummate an initial business combination. Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business combination company.In evaluating a prospective target business for our initial business combination, our management may rely on the availability of all of the funds from the sale of the forward purchase securities to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward purchase securities fails to close, we may lack sufficient funds to consummate our initial business combination.We have entered into the contingent forward purchase agreement pursuant to which the forward purchase investor may purchase an aggregate of up to 2,500,000 forward purchase shares, plus one of our redeemable warrants for each forward purchase share, for total gross proceeds of up to $25,000,000. These forward purchase shares and forward purchase warrants would be purchased in a private placement to close simultaneously with the consummation of our initial business combination. The contingent forward purchase agreement allows the forward purchase investor to be excused from its purchase obligation in connection with a specific business combination if, within five days following written notice delivered by us of our intention to enter into such business combination, the forward purchase investor notifies us that it has decided not to proceed with the purchase for any reason. The funds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, for expenses in connection with the initial business combination or for the combined company’s working capital needs. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides us with a minimum funding level for the initial business combination. However, if the sale of the forward purchase securities does not close by reason of the failure by the forward purchase investor to fund the purchase price for the forward purchase securities, for example, we may lack sufficient funds to consummate our initial business combination. In the event of any failure to fund by the forward purchase investor, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business combination company. While the forward purchase investor has represented to us that it has sufficient funds to satisfy its obligations under the contingent forward purchase agreement, we have not obligated the forward purchase investor to reserve funds for such obligations.The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to consummate the most desirable business combination or optimize our capital structure.In connection with the successful consummation of our initial business combination, we may redeem up to that number of shares of common stock that would permit us to maintain net tangible assets of $5,000,001 upon the consummation of our initial business combination. If our initial business combination requires us to use substantially all of our cash to pay the purchase price, the redemption threshold may be further limited. Alternatively, we may need to arrange third party financing to help fund our business combination in case a larger percentage of stockholders exercise their redemption rights than we expect. If the acquisition involves the issuance of our shares as consideration, we may be required to issue a higher percentage of our shares to the target or its stockholders to make up for the failure to satisfy a minimum cash requirement. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.The requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that our business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.If, pursuant to the terms of our proposed business combination, we are required to maintain a minimum net worth or retain a certain amount of cash in trust in order to consummate the business combination and regardless of whether we proceed with redemptions under the tender or proxy rules, the probability that our business combination would be unsuccessful is increased. If our business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in our trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate, or you are able to sell your shares in the open market.The requirement that we complete our initial business combination within 24 months from the closing of the initial public offering may give potential target businesses leverage over us in negotiating our initial business combination and may limit the amount of time we have to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to consummate our initial business combination on terms that would produce value for our stockholders.Any potential target business with which we enter into negotiations concerning our initial business combination will be aware that we must consummate our initial business combination within 24 months from the closing of our initial public offering. Consequently, such target businesses may obtain leverage over us in negotiating our initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.Our founders, executive officers, directors and director nominees, have agreed that we must complete our initial business combination within 24 months from the closing of our initial public offering. We may not be able to find a suitable target business and consummate our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.If we are unable to consummate our initial business combination within the require time period, we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), pro rata to our public stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. This redemption of public stockholders from the trust account shall be effected as required by function of our amended and restated certificate of incorporation and prior to any voluntary winding up.If we seek stockholder approval of our initial business combination pursuant to a proxy solicitation, our founders, directors, director nominees, executive officers, advisors and their affiliates may elect to purchase shares from stockholders, in which case they may influence a vote in favor of a proposed business combination that you do not support.If we seek stockholder approval of our initial business combination pursuant to a proxy solicitation (meaning we would not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules), our founders, directors, director nominees, executive officers, advisors or any of their affiliates are permitted to purchase shares of our common stock in privately negotiated transactions or in the open market either prior to or following the consummation of our initial business combination. Any such purchase would be required to include a contractual acknowledgement that the selling stockholder, although he may still be the record holder of the shares being sold, would, upon consummation of such sale, no longer be the beneficial owner of such shares and would agree not to exercise the redemption rights applicable to such shares. In the event that our founders, directors, executive officers, advisors or any of their affiliates purchase shares of common stock in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, any such selling stockholders would be required to revoke their prior elections to redeem their shares of common stock prior to the consummation of the transaction.The purpose of such purchases could be to (1) increase the likelihood of obtaining stockholder approval of the initial business combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of the business combination, where it appears that such requirement would otherwise not be met. This may result in the consummation of an initial business combination that may not otherwise have been possible.Purchases of shares of our common stock in the open market or in privately negotiated transactions by our founders, directors, director nominees, executive officers, advisors or their affiliates may make it difficult for us to maintain the listing of our common stock on Nasdaq following the consummation of an initial business combination.If our founders, directors, director nominees, executive officers, advisors or their affiliates purchase shares of our common stock in the open market or in privately negotiated transactions, the public “float” of our common stock and the number of beneficial holders of our securities would both be reduced, possibly making it difficult to maintain the listing or trading of our securities on Nasdaq following consummation of the initial business combination.You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your securities, potentially at a loss.Our public stockholders shall be entitled to receive funds from the trust account only (i) in the event of a redemption to public stockholders prior to any winding up in the event we do not consummate our initial business combination or our liquidation, (ii) if they redeem their shares in connection with an initial business combination that we consummate or, (iii) if they redeem their shares in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other provision relating to our pre-business combination activity and related stockholders’ rights. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your securities, potentially at a loss.You will not be entitled to protections normally afforded to investors of many other blank check companies.Since the net proceeds of the initial public offering are intended to be used to complete our initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, since we will have net tangible assets in excess of $5,000,000 upon the successful consummation of the initial public offering and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we may have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our consummation of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”If we seek stockholder approval of our initial business combination pursuant to a proxy solicitation (meaning we would not conduct redemptions pursuant to the tender offer rules), and if you or a “group” of stockholders are deemed to hold in excess of 15% of the issued and outstanding shares of our common stock, you will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding shares of our common stock.If we seek stockholder approval of our initial business combination pursuant to a proxy solicitation (meaning we would not conduct redemptions pursuant to the tender offer rules), our amended and restated certificate of incorporation will provide that a public stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), would be restricted from seeking redemption rights with respect to an aggregate of more than 15% of the shares of common stock sold in the initial public offering without our prior written consent. Your inability to redeem an aggregate of more than 15% of the shares of common stock sold in the initial public offering will reduce your influence over our ability to consummate our initial business combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, you would be required to sell your shares in open market transaction, potentially at a loss.If the funds not being held in the trust account are insufficient to allow us to operate for at least 24 months following the closing of our initial public offering, we may be unable to complete our initial business combination.The funds available to us outside of the trust account, plus the interest earned on the funds held in the trust account that may be available to us, may not be sufficient to allow us to operate for at least 24 months following the closing of our initial public offering, assuming that our initial business combination is not consummated during that time. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we are unable to fund such down payments or “no shop” provisions, our ability to close a contemplated transaction could be impaired. Furthermore, if we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public stockholders may only receive $10.10 per share or potentially less than $10.10 per share on our redemption, and our warrants will expire worthless.Subsequent to our consummation of our initial business combination, we may be required to take write-downs or write-offs, or we may be subject to restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our common stock, which could cause you to lose some or all of your investment.Even if we conduct thorough due diligence on a target business with which we combine, this diligence may not surface all material issues that may be present with a particular target business. Factors outside of the target business and outside of our control may, at any time, arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition,charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.10 per share.Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Our independent registered public accounting firm and the underwriters of the initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account.Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public stockholders could be less than the $10.10 per share initially held in the trust account, due to claims of such creditors.Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.10 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.Our directors may decide not to enforce indemnification obligations against our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.In the event that the proceeds in the trust account are reduced below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses) and our sponsor asserts that it is unable to satisfy obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine on our behalf whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce theseindemnification obligations on our behalf, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.10 per share.If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictions on the nature of our investments and restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including registration as an investment company with the SEC, adoption of a specific form of corporate structure and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination.Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application also may change from time to time and those changes could have a material adverse effect on our business, investmentsfinancial condition and results of operations. Moreover, these rules and regulations applicable to public companies substantially increase our legal, accounting and financial compliance costs, require that we hire additional personnel and make some activities more time-consuming and costly. It may also be more expensive for us to obtain director and officer liability insurance.addition,connection with our year-end assessment of internal control over financial reporting, we determined that, as of December 31, 2023, we did not maintain effective internal control over financial reporting because of a material weakness associated with ineffective information technology general controls ("ITGCs"), in the areas of user access and change management for the IT systems that support our financial reporting processes. We believe that these control deficiencies were a result of insufficient training of personnel on the operation and importance of ITGCs and inadequate risk-assessment processes resulting in failure to identify and assess risks in IT environments that could impact internal control over financial reporting. Management also deemed ineffective certain automated and manual business process controls that are dependent on the affected ITGCs, because they could have been adversely impacted to the extent that they rely upon information and configurations from the affected IT system.applicable lawsthe annual internal control report requirements will depend on the effectiveness of our financial reporting and data systems and controls across our company. We expect these systems and controls to involve significant expenditures and to become increasingly complex as our business grows. To effectively manage this complexity, we will need to continue to improve our operational, financial, and management controls, and our reporting systems and procedures. Our inability to successfully remediate our existing or regulations, as interpretedany future material weaknesses or other deficiencies in our internal control over financial reporting or any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results and applied,cause us to fail to meet our financial reporting obligations or result in material misstatements in our financial statements, which could adversely affect our liquidity and access to capital markets, our business and investor confidence in us, and our stock price.effectimpact on the market price of our common stock and your investment.includingor financial performance is strong. If investor sentiment changes, this could have a material adverse impact on the market price of our common stock and your investment.completeaccess the capital markets and otherwise raise capital in the future. See “General Risk Factors—If we fail to satisfy all applicable Nasdaq continued listing requirements, including the $1.00 minimum closing bid price requirement, our initialcommon stock may be delisted from Nasdaq, which could have an adverse impact on the liquidity and market price of our common stock.”combination,conditions and resultsother factors that our board of operations.Wedirectors may deem relevant. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future.complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our publicsell shares and liquidate.We must complete our initial business combination within 24 months from the closing of our initial public offering. Wecommon stock at or above the price you paid.notin the future be ablesubject to find a suitable target business and completewide fluctuations in response to various factors, some of which are beyond our initial business combination within such time period or we may be unable to consummate a business combination due to a downturn in industry or economic conditions or due to othercontrol. For example, the trading price of our common stock declined following the release of the short-seller article, which contains certain allegations against us. Other factors that have or may occur. Ifcause our stock price to fluctuate include, but are not limited to:have not completedprovide to the public;initial business combination within 24 months fromstock or the closingtransportation industry in general;initial public offering, we will (i) cease all operations except forinvestments in the purposegrowth of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100%our business;outstanding public shares, at a per-shareperception that such sales could occur;payable in cash, equaland volume fluctuations that have often been unrelated or disproportionate to the aggregate amount then on deposit inoperating performance of those companies.trust account, including any interest earned on the funds held in the trust account, less up to $100,000 of interest to pay dissolution expenses and net of interest that may be used by us to pay our franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approvaltrading price of our remaining stockholderscommon stock. The price of our common stock also decreased substantially following public announcements made by us. In addition, broad market and our Board of Directors, dissolve and liquidate, subject (inindustry factors, including the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditorsCOVID-19 pandemic and the requirements of other applicable law.Our stockholderswar in Ukraine, may be held liable for claims by third parties against us to the extent of distributions received by them.Our amended and restated certificate of incorporation provides that we will continue in existence only until 24 months from the closing of our initial public offering. As promptly as reasonably possible following the redemptions we are required to make to our public stockholders in such event, subject to the approval of our remaining stockholders and our Board of Directors, we would dissolve and liquidate, subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders’ amounts owed to them by us.If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptlyafter expiration of the time we have to complete an initial business combination, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.The grant of registration rights to our founders, executive officers, directors and director nominees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adverselyseriously affect the market price of our common stock.Pursuantstock, regardless of our actual operating performance.agreement to be entered intoadverse impact on the dateliquidity and market price of our initialcommon stock.offering, our founders, anchor investor, executive officers, directorsfloat requirements, and director nominees, and their respective permitted transferees, can demanda $1.00 minimum closing bid price requirement. On January 19, 2024, we received a notice from Nasdaq that we register for resale an aggregate of 5,750,000 founder shares and 890,000 private units and underlying securities. Pursuant to the contingent forward purchase agreement, we have agreed that we will use our commercially reasonable efforts (i) to file within 30 days after the closing of the initial business combination a registration statement with the SEC registering the resale of the forward purchase securities and the common stock underlying the forward purchase warrants, (ii) to cause such registration statement to be declared effective promptly thereafter and (iii) to maintain the effectiveness of such registration statement until the earliest of (A) such date as all of the securities covered thereby have been sold or otherwise transferred and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to bewere not in compliance with the minimum bid price requirement set forth in Rule 144(c)5450(a)(1) underof the Securities Act.We will bearNasdaq listing rules for continued listing on Nasdaq. To regain compliance, the costclosing bid price of registering these securities. The registration and availabilityour common stock must be at least $1.00 per share for a minimum of such a significant number10 consecutive business days within 180 days of securities for trading in the public marketnotice date, or by July 17, 2024, which may be extended if certain conditions are met. If we do not regain compliance with the minimum bid price requirement, or if we are unable to satisfy any of the other continued listing requirements, Nasdaq may take steps to delist our common stock. Delisting would have an adverse effect on the market priceliquidity of our securities. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact oncommon stock, decrease the market price of our securities that is expected when the securities owned by our founders, executive officers, directors and director nominees, or their respective permitted transferees, are registered for resale.Because we are not limited to any particular business or specific geographic location or any specific target business, industry or sector with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.Although we intend to focus on the industrial technology, transportation and smart mobility industries, we may pursue acquisition opportunities in any geographic region and in any business industry or sector. Except for the limitations that a target business have a fair market value of at least 80% of the value of the trust account (excluding any taxes payable on interest earned) and that we are not permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Because we have not yet identified or approached any specific target business with respect to our initial business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we consummate our initial business combination, we may be affected by numerous risks inherentcommon stock, result in the potential loss of confidence by investors, suppliers, customers, end users, and employees, and fewer business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the businessdevelopment opportunities, and operations of a financially unstable or a development stage entity. Althoughadversely affect our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduceobtain financing for our continuing operations. In addition, delisting would constitute a fundamental change under the chancesindentures that those risks will adversely impact a target business. An investmentgovern our June 2022 Toggle Convertible Notes, June 2023 Toggle Convertible Notes and 8.25% Convertible Notes which could result in our units may not ultimately provebeing required to be more favorablerepurchase such notes. See "Risks Related to investors than a direct investment, if such opportunity were available, in an acquisition target. may seek acquisition opportunities outside the industrial technology, transportation and smart mobility industries, which may be outside of our management’s areas of expertise.We will consider a business combination outside the industrial technology, transportation and smart mobility industries, which may be outside of our management’s areas of expertise, if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly, any stockholder who chooses to remain a stockholder following ourinitial business combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value.Although we identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent withthe ability to raise the funds necessary to settle conversions of convertible notes in cash or to repurchase the notes upon a fundamental change or change in control transaction, and our general criteria and guidelines.Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter intofuture debt may contain limitations on our initial business combination will not have all of these positive attributes. If we consummate our initial business combination with a target that does not meet someability to pay cash upon conversion or all of these criteria or guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce our initial business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approvalrepurchase of the transaction is required by law or the rulesnotes".completeattract and retain key employees and hire qualified management, technical and engineering personnel, our initial business combination, our public stockholders may only receive $10.10 per share or potentially less than $10.10 per shareability to compete could be harmed.redemption, andability to retain our warrants will expire worthless.Management’s flexibility in identifying and selecting a prospective acquisition candidate, along with our management’s financial interest in consummating our initial business combination, may lead managementkey personnel. The unexpected loss of or failure to enter into an acquisition agreement that is not in the best interest of our stockholders.Subject to the Nasdaq listing rules requirement that our initial business combination occur withretain one or more target businesses or assets that togetherof our key employees could adversely affect our business. For example, we have an aggregate fair market valueexperienced a number of at least 80% ofchanges in management in the value of the trust account (excluding any taxes payablepast few years.interest earned) at the time of the agreement to enter into such initial business combination, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Investors will be relying on management’sour continuing ability to identify, business combinations, evaluate their merits, conduct or monitor diligencehire, attract, train and conduct negotiations. Management’s flexibilitydevelop other highly qualified personnel, including management, technical and engineering personnel. Qualified individuals are in identifying and selecting a prospective acquisition candidate, along with management’s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is nothigh demand, particularly in the best interest of our stockholders.We may seek acquisition opportunitiesvehicle technology industry. Competition for individuals with an early stage company, a financially unstable business oran entity lacking an established record of revenue or earnings.To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business modelexperience designing, manufacturing and with limited historical financial data, volatile revenues or earnings,servicing electric vehicles is intense, competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertainattract, integrate, train, motivate or assess allretain additional highly qualified personnel in the future. Furthermore, our ability to hire, attract and retain them may depend on our ability to provide competitive compensation. We use equity awards to attract talented employees, but if the value of our common stock declines significantly, as it has in the significant risk factorsrecent past, and remains depressed, it may prevent us from recruiting and retaining qualified employees. We may not be able to attract, integrate, train or retain qualified personnel in the future. Additionally, we may not have adequate timebe able to complete due diligence. Furthermore, some of these risks may be outsidehire new employees quickly enough to meet our needs. Our failure to do so could adversely affect our business and prospects, including the execution of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.We are not required to obtain an opinion from an independent investment banking firm or an independent accounting firm, and consequently, an independent source may not confirm that the price we are paying for theglobal business is fair to our stockholders from a financial pointstrategy.view.Unless we consummate our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or an independent accounting firm that the price we are paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our Board of Directors, who will determine fair market value based on standards generally accepted by the financial community. Our Board of Directors will have significant discretion in choosing the standard used to establish the fair market value of the target acquisition. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.We may issue additional shares of common stock or preferred shares to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination, which would dilute the interest of our stockholders and likely present other risks.Our amended and restated certificate of incorporation will authorize the issuance of 100,000,000 shares of common stock, and 1,000,000 shares of preferred stock, par value $0.0001 per share. We may issue a substantial number of additional shares of common stock or shares of preferred stock, par value $0.0001 per share, to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination. However, our amended and restated certificate of incorporation provides that we may not issue any additional shares of capital stock that would entitle the holders thereof to receive funds from the trust account or vote as a class with our public shares on an initial business combination. Although no such issuance will affect the per share amount available for redemption from the trust account, the issuance of additional common stock or preferred shares:· may significantly dilute the equity interest of investors in the initial public offering, who will not have preemption rights in respect of such an issuance;· may subordinate the rights of holders of shares of common stock if one or more classes of preferred stock are created, and such preferred shares are issued, with rights senior to those afforded to our common stock;· could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and· may adversely affect prevailing market prices for our units, common stock and/or warrants.Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.We anticipate that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to consummate our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may only receive $10.10 per share or potentially less than $10.10 per share on our redemption, and our warrants will expire worthless.Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered Board of Directors and the ability of our Board of Directors to designate the terms of, and issue new series of, preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.Our amended and restated certificate of incorporationIncorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.amended and restated certificateCertificate of incorporationIncorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and,or, if brought outsidethat court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel.Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Certificate of Incorporation. In addition, our Certificate of Incorporation and our amended and restated certificatebylaws ("Bylaws") will provide that the federal district courts of incorporation.amended and restated certificateCertificate of incorporationIncorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.currently intendcontrol these analysts or the content and opinions included in their reports. Securities analysts may elect not to hold an annual meetingprovide research coverage of stockholders until after our consummation of a business combination and you will not be entitled to any of the corporate protections provided by such a meeting.We do not currently intend to hold an annual meeting of stockholders until after we consummate a business combination (unless required by Nasdaq), and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors, in accordance with a company’s certificate of incorporation and bylaws, unless such election is made by written consent in lieu of such a meeting. If our stockholders want us to hold an annual meeting prior to our consummation of a business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.We may reincorporate in another jurisdiction in connection with our initial business combinationcompany and such reincorporationlack of research coverage may result in taxes imposed on stockholders.We may, in connection with our initial business combination, reincorporate inadversely affect the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a stockholder to recognize taxable income in the jurisdiction in which the stockholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to stockholders to pay such taxes. Stockholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.Our ability to successfully effect our initial business combination and to be successful thereafter will be largely dependent upon the effortsmarket price of our executive officers, directors and key personnel, some of whom may join us following our initial business combination.common stock. The lossprice of our executive officers, directors, or key personnelcommon stock could negatively impact the operations and profitability of our business.Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our executive officers and directors, at least until we have consummated our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services ofalso decline if one or more equity research analysts downgrade our common stock, change their price targets, issue other unfavorable commentary or cease publishing reports about us or our business. For example, in September 2020, an entity published an article containing certain allegations against us that we believe has negatively impacted the trading price of our directorscommon stock. If one or executive officersmore equity research analysts cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.detrimentalmaterial effect on us.our financial results.do not intenduse processes to have any full-time employees prioridentify and oversee risks from cybersecurity threats associated with our use of third-party technology and systems, including the use of monitoring and logging inherent in those systems or applications.consummationaudit committee of our initial business combination.roleNasdaq Stock Market LLC under the symbol "NKLA."such key personsrecord of our common stock and 17 holders of record of our warrants. This number excludes holders whose stock or warrant is held in "street name" by brokers.target business, however, cannot presently be ascertained. Although some of such persons may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.Our key personnel may be able to remain with the company after the consummation of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the consummation of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the consummation of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the consummation of our initial business combination. Our key personnel may not remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with usfuture will be made at the timediscretion of our initial business combination.Weboard of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.When evaluating the desirability of effecting our initial business combination with a prospective target business,deem relevant. In addition, our ability to assess the target business’ managementpay dividends may be limited due to a lackby covenants of time, resourcesfuture outstanding indebtedness we or information. Our assessment ofour subsidiaries incur. We do not anticipate declaring any cash dividends in the capabilities of the target’s management, therefore, may proveforeseeable future.incorrect and such management may lack the skills, qualifications“soliciting material” or abilities we suspected. Should the target’s management not possess the skills, qualifications“filed” or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.The officers and directors of an acquisition candidate may resign upon consummation of our initial business combination. The loss of an acquisition target’s key personnel could negatively impact the operations and profitability of our post-combination business.The role of an acquisition candidate’s key personnel upon the consummation of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that some members of the management team of an acquisition candidate will not wish to remainincorporated by reference in place.None of Cowen, any of its affiliates or our advisors has an obligation to provide us with potential investment opportunities or to devote any specified amount of time or support to our company’s business.Although we expect to benefit from Cowen and Company LLC’s (“Cowen”) and its affiliates’ network of relationships and processes for sourcing, executing and evaluating potential acquisition targets, neither Cowen nor any of its affiliates has any legal or contractual obligation to seek on our behalf or to present to us investment opportunities that might be suitable for our business, and may allocate any such opportunities at its discretion to us or other parties. We have no investment management, advisory, consulting or other agreement in place with Cowen or any of its affiliates that obligates them to undertake efforts on our behalf or that govern the manner in which they will allocate investment opportunities. Additionally, while we anticipate that certain of the advisors listed under “Management—Other Advisors” may provide us referrals to potential target businesses and be available from time to time to consult with us regarding potential business combination opportunities, none of these advisors are required to commit any specified amount of time to our affairs. Even if Cowen, one of its affiliates or one of our advisors refers an opportunity to us, no assurance can be given that such opportunity will result in an acquisition agreement or our initial business combination.Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our officers and directors are, or may in the future become, affiliated with entities that are engaged in a similar business. Our officers also may become aware of business opportunities, which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary duties or contractual obligations. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor or that a potential target business would not be presented to another entity prior to its presentation to us.We may engage in our initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our founders, executive officers, directors or director nominees, which may raise potential conflicts of interest.We have not adopted a policy that expressly prohibits our directors, director nominees, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. Additionally, in light of the involvement of our founders, executive officers, directors and director nominees, and each of their affiliates, with other entities, we may decide to acquire one or more businesses affiliated with our founders, executive officers or directors, or any of their affiliates. Our directors also serve as executive officers and board members for other entities. Our founders, executive officers, directors and director nominees are not currently aware of any specific opportunities for us to consummate our initial business combination with any entities with which they are affiliated, and there have been no discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for our initial business combination as set forth in “Proposed Business—Effecting our initial businesscombination—Selection of a target business and structuring of our initial business combination” and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or an independent account firm regarding the fairness to our stockholders from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our founders, executive officers, directors, or director nominees, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. Our directors have a fiduciary duty to act in the best interests of our stockholders, whether or not a conflict of interest may exist.Since each of our founders, executive officers, directors and director nominees will lose any investment in us if our initial business combination is not consummated, and our officers and directors have significant financial interests in us, a conflict of interest may arise in determining whether a particular acquisition target is appropriate for our initial business combination.In February 2018, our founders purchased an aggregate of 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Certain members of our management team also have a financial interest in our sponsor. In March 2018, our sponsor transferred 15,000 founder shares to each of our independent director nominees. Additionally, 435,606 founder shares were forfeited by our sponsor and acquired by our anchor investor. In May 2018, Cowen Investments forfeited 287,500 founder shares. Additionally, in May 2018, our sponsor purchased 254,829 founder shares for an aggregate purchase price of $1,108, or approximately $0.004 per share, and our anchor investor purchased 32,671 founder shares for an aggregate purchase price of $142, or approximately $0.004 per share. The founder shares will be worthless if we do not consummate an initial business combination. In addition, in connection with the consummation of our initial public offering, our sponsor purchased 525,909 private units, for an aggregate purchase price of $5,259,090, our anchor investor purchased 67,424 private units for an aggregate purchase price of $674,240 and Cowen Investments purchased 296,667 private units, for an aggregate purchase price of $2,966,670. All of the foregoing private units will also be worthless if we do not consummate our initial business combination. The personal and financial interests of our founders, executive officers, directors and director nominees may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.We may issue notes or other debt securities, or otherwise incur substantial debt, to complete our initial business combination, which may adversely affect our financial condition and thus negatively impact the value of our stockholders’ investment in us.Although we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following the initial public offering, we may choose to incur substantial debt to complete initial business combination. Furthermore, we may issue a substantial number of additional common or preferred shares to complete our initial business combination or under an employee incentive plan upon or after consummation of our initial business combination. We and our officers and directors have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:· default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;· acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;· our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;· our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding;· our inability to pay dividends on our common stock;· using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;· limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;· increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and· limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.We may only be able to complete one business combination with the proceeds of our initial public offering, and the sale of the private units, which will cause us to be solely dependent on a single business, which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.The net proceeds from our initial public offering and the sale of the private units provided us with approximately $232,300,000 that we may use to complete our initial business combination. Furthermore, the forward purchase investor has the ability to excuse itself from its obligation to purchase forward purchase shares for any reason under the terms of the contingent forward purchase agreement. If the forward purchase investor does not exercise such excusal right, we may have up to an additional $25,000,000 available to us for our initial business combination. However, if the sale of some or all of the forward purchase securities fails to close, we may lack sufficient funds to consummate our initial business combination. Please see the risk factors titled “The forward purchase investor has the ability to excuse itself from its obligation to purchase forward purchase shares for any reason,” and “In evaluating a prospective target business for our initial business combination, our management will rely on the availability of all of the funds from the sale of the forward purchase securities to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward purchase securities fails to close, we may lack sufficient funds to consummate our initial business combination,” for further information on these risks.We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statementsfilings with the SEC, that present operating results andor subject to the financial conditionliabilities of several target businesses as if they had been operated on a combined basis. By consummating our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities, which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:· solely dependent upon the performance of a single business, property or asset, or· dependent upon the development or market acceptance of a single or limited number of products, processes or services.This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.We may attempt to simultaneously consummate business combinations with multiple prospective targets, which may hinder our ability to consummate our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closingsSection 18 of the other business combinations, which may make it more difficult for us, and delay our ability, to complete the initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.We may attempt to consummate our initial business combination with a private company about which little information is available, which may result in our initial business combination with a company that is not as profitable as we suspected, if at all.In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information typically exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in our initial business combination with a company that is not as profitable as we suspected, if at all.Our management team and our stockholders may not be able to maintain control of a target business after our initial business combination.We currently anticipate structuring our initial business combination to acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders priorExchange Act, except to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likelyextent that we will not be able to maintain our control of the target business.Unlike many blank check companies, we do not havespecifically incorporate it by reference into a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for us to consummate our initial business combination with which a substantial majority of our stockholders do not agree.Since we have no specified percentage threshold for redemption contained in our amended and restated certificate of incorporation, our structure is different in this respect from the structure that has been used by many blank check companies. Historically, blank check companies would not be able to consummate an initial business combination if the holders of such company’s public shares voted against a proposed business combination and elected to redeem more than a specified maximum percentage of the shares sold in such company’s initial public offering, which percentage threshold was typically between 19.99% and 39.99%. As a result, many blank check companies were unable to complete a business combination because the amount of shares voted by their public stockholders electing redemption exceeded the maximum redemption threshold pursuant to which such company could proceed with its initial business combination. As a result, we may be able to consummate our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to a tender offer, have entered into privately negotiated agreements to sell their shares to us or our founders, executive officers, directors, advisors or their affiliates. However, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination. Furthermore, the redemption threshold may be further limited by the terms and conditions of our initial business combination. If too many public stockholders exercise their redemption rights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements, we would not proceed with the redemption of our public shares and the related business combination, and instead may search for an alternate business combination, we would not proceed with the redemption of our public shares and the related business combination, and instead may search for an alternate business combination.Holders of warrants will not participate in liquidating distributions if we are unable to complete an initial business combination within the required time period.If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, the warrants will expire, and holders will not receive any of such proceeds with respect to the warrants. In this case, holders of warrants are treated in the same manner as holders of warrants of blank check companies whose units are comprised of shares and warrants, as the warrants in those companies do not participate in liquidating distributions. Nevertheless, the foregoing may provide a financial incentive to public stockholders to vote in favor of any proposed initial business combination as each of their whole warrants would entitle the holder to purchase one share of common stock, resulting in an increase in their overall economic stake in our company. If a business combination is not approved, the warrants will expire and will be worthless.If we do not maintain a current and effective prospectus relating to the warrant shares issuable upon exercise of the warrants, public holders will only be able to exercise such warrants on a “cashless basis” which would result in a fewer number of shares being issued to the holder had such holder exercised the warrants for cash.If we do not maintain a current and effective prospectus relating to the warrant shares issuable upon exercise of the public warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis” providedthat an exemption from registration is available. As a result, the number of warrant shares that a holder will receive upon exercise of its public warrants will be fewer than it would have been had such holder exercised its warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise their warrants on a cashless basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating to the issuance of the warrant shares is available. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current and effective prospectus relating to the warrant shares until the expiration of the warrants. However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential “upside” of the holder’s investment in our Company may be reduced or the warrants may expire worthless. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrantsdocument filed under the Securities Act or applicable state securities laws. Ifthe Exchange Act.
Tre BEVs Q1 2022 Q2 2022 Q3 2022 Q4 2022 YTD 2022 Produced N/A 50 75 133 258 Shipped N/A 48 63 20 131 Tre BEVs Q1 2023 Q2 2023 Q3 2023 Q4 2023 YTD 2023 Produced 63 33 N/A N/A 96 Shipped 31 45 3 N/A 79 FCEVs Q3 2023 Q4 2023 YTD 2023 Produced — 42 42 Shipped — 35 35 the warrant shares upon exercise$100.0 million April 2023 Toggle Convertible Notes. Additionally, loss on debt extinguishment includes losses incurred on conversions of the warrants is8.25% Convertible Notes. Losses were calculated as the difference between the carrying value of notes extinguished and the fair value of the notes or consideration issued as of the exchange or upon conversion, as applicable.so registered or qualified or exemptmaterial.registration or qualification,equity method investments, primarily Nikola Iveco Europe GmbH through the holderdate of such warrants shall not be entitleddivestiture on June 29, 2023.exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solelyYear Ended December 31, 2022sharesperiods indicated:Years Ended December 31, 2023 2022 $ Change % Change (in thousands, except share and per share data) Revenues: Truck sales $ 30,061 $ 45,931 $ (15,870) (35) % Service and other 5,778 3,794 1,984 52 % Total revenues 35,839 49,725 (13,886) (28) % Cost of revenues: Truck sales 242,519 132,556 109,963 83 % Service and other 7,387 3,138 4,249 135 % Total cost of revenues 249,906 135,694 114,212 84 % Gross loss (214,067) (85,969) (128,098) 149 % Operating expenses: Research and development 208,160 270,480 (62,320) (23) % Selling, general and administrative 198,768 346,186 (147,418) (43) % Loss on supplier deposits 28,834 — 28,834 NM Total operating expenses 435,762 616,666 (180,904) (29) % Loss from operations (649,829) (702,635) 52,806 (8) % Other income (expense): Interest expense, net (76,023) (17,712) (58,311) 329 % Revaluation of warrant liability 371 3,903 (3,532) (90) % Gain on divestiture of affiliate 70,849 — 70,849 NM Loss on debt extinguishment (31,025) — (31,025) NM Other expense, net (162,534) (1,023) (161,511) 15788 % Loss before income taxes and equity in net loss of affiliates (848,191) (717,467) (130,724) 18 % Income tax expense 12 6 6 100 % Loss before equity in net loss of affiliates (848,203) (717,473) (130,730) 18 % Equity in net loss of affiliates (16,418) (20,665) 4,247 (21) % Net loss from continuing operations $ (864,621) $ (738,138) $ (126,483) 17 % Basic and diluted net loss per share: Net loss from continuing operations $ (1.08) $ (1.67) $ 0.59 (35) % Weighted-average shares outstanding, basic and diluted: 800,030,551 441,800,499 358,230,052 81 % common stock included2023. We shipped 131 Tre BEVs during the year ended December 31, 2022 compared to 79 during the year ended December 31, 2023. Additionally, during the year ended December 31, 2023, we recognized the impact of 13 Tre BEV repurchases or expected repurchases related to executed or expected cancellations of dealer agreements.units. Notwithstandingfourth quarter of 2023. During the foregoing,year ended December 31, 2023, we transferred control of 35 Tre FCEV trucks to our dealer network.private warrants may be exercisable for unregistered warrant shares for cash even ifyear ended December 31, 2022 to $5.8 million during the prospectus relatingyear ended December 31, 2023. The increase was primarily driven by deliveries of MCTs and other charging products, hydrogen, and service parts and labor.warrant shares issuable upon exercisevoluntary recall of BEV trucks in the second half of 2023. As a result of the warrants is not currentrecall, we accrued $65.8 million for estimated recall campaign costs, and effective.Our management’s abilitywrote down $45.7 million for BEV battery pack and other BEV inventory components deemed excess and obsolete.require holdersthe recall, cost of our warrantsrevenues increased related to exercise such warrants onthe shipment of FCEV trucks starting in the fourth quarter of 2023, partially offset by a cashless basis will cause holdersdecrease in freight during the year ended December 31, 2023 of $18.4 million, and a decrease for BEV cost of revenues due to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.If we call our public warrants for redemption after the redemption criteria described elsewherea decrease in this Report have been satisfied, our management will have the option to require any holder that wishes to exercise his, her or its warrants (including any warrants held by our founders, anchor investor or any of their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of Tre BEVs shipped to our dealer network.sharesliability decreased $3.5 million, from $3.9 million during the year ended December 31, 2022 to $0.4 million during the year ended December 31, 2023, resulting from changes in fair value of our warrant liability.holder upon exercisegain on revaluation of contingent stock consideration of $44.0 million and an increase in government grant income recognized of $1.8 million.Years Ended December 31, 2022 2021 $ Change % Change (in thousands, except share and per share data) Revenues: Truck sales $ 45,931 $ — $ 45,931 NM Service and other 3,794 — 3,794 NM Total revenues 49,725 — 49,725 NM Cost of revenues: Truck sales 132,556 — 132,556 NM Service and other 3,138 — 3,138 NM Total cost of revenues 135,694 — 135,694 NM Gross loss (85,969) — (85,969) NM Operating expenses: Research and development 270,480 292,951 (22,471) (8) % Selling, general and administrative 346,186 400,575 (54,389) (14) % Total operating expenses 616,666 693,526 (76,860) (11) % Loss from operations (702,635) (693,526) (9,109) 1 % Other income (expense): Interest expense, net (17,712) (481) (17,231) 3582 % Revaluation of warrant liability 3,903 3,051 852 28 % Other income (expense), net (1,023) 4,102 (5,125) (125) % Loss before income taxes and equity in net loss of affiliates (717,467) (686,854) (30,613) 4 % Income tax expense 6 4 2 50 % Loss before equity in net loss of affiliates (717,473) (686,858) (30,615) 4 % Equity in net loss of affiliates (20,665) (3,580) (17,085) 477 % Net loss from continuing operations $ (738,138) $ (690,438) $ (47,700) 7 % Net loss from continuing operations per share: Basic $ (1.67) $ (1.73) $ 0.06 (3) % Diluted $ (1.67) $ (1.74) $ 0.07 (4) % Weighted-average shares outstanding: Basic 441,800,499 398,655,081 43,145,418 11 % Diluted 441,800,499 398,784,392 43,016,107 11 % fewer thanunaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion.Three Months Ended December 31, Years Ended December 31, 2023 2022 2023 2022 2021 (in thousands) Net loss from continuing operations $ (153,596) $ (175,966) $ (864,621) $ (738,138) $ (690,438) Interest expense, net 4,761 6,958 76,023 17,712 481 Income tax expense 11 3 12 6 4 Depreciation and amortization 7,132 6,293 35,890 22,765 8,231 EBITDA (141,692) (162,712) (752,696) (697,655) (681,722) Stock-based compensation 6,475 41,231 75,391 252,445 205,711 Loss on supplier deposits 10,401 — 28,834 — — Gain on divestiture of affiliate — — (70,849) — — Loss on debt extinguishment 10,663 — 31,025 — — Revaluation of financial instruments 10,457 (81) 161,608 (174) (3,155) Romeo Acquisition transaction costs — 5,218 — 7,315 — 1,665 (15,145) 7,339 23,175 47,842 SEC settlement — — — — 125,000 Adjusted EBITDA $ (102,031) $ (131,489) $ (519,348) $ (414,894) $ (306,324) Three Months Ended December 31, Years Ended December 31, 2023 2022 2023 2022 2021 (in thousands, except share and per share data) Net loss from continuing operations $ (153,596) $ (175,966) $ (864,621) $ (738,138) $ (690,438) Stock-based compensation 6,475 41,231 75,391 252,445 205,711 Loss on supplier deposits 10,401 — 28,834 — — Gain on divestiture of affiliate — — (70,849) — — Loss on debt extinguishment 10,663 — 31,025 — — Revaluation of financial instruments 10,457 (81) 161,608 (174) (3,155) Romeo Acquisition transaction costs — 5,218 — 7,315 — 1,665 (15,145) 7,339 23,175 47,842 SEC settlement — — — — 125,000 Non-GAAP net loss $ (113,935) $ (144,743) $ (631,273) $ (455,377) $ (315,040) Non-GAAP net loss per share: Basic $ (0.11) $ (0.30) $ (0.79) $ (1.03) $ (0.79) Diluted $ (0.11) $ (0.30) $ (0.79) $ (1.03) $ (0.79) Weighted average shares outstanding: Basic 1,078,090,959 487,551,035 800,030,551 441,800,499 398,655,081 Diluted 1,078,090,959 487,551,035 800,030,551 441,800,499 398,784,392 would have been had such holder exercised his warrants for cash. This will havedoes not reflect our future contractual commitments and does not represent the effect of reducing the potential “upside” of the holder’s investmenttotal increase or decrease in our company.We may amendcash balance for a given period. Because of these and other limitations, Adjusted free cash flow should be considered along with net cash flow from operating activities and other comparable financial measures prepared and presented in accordance with GAAP.terms ofmost directly comparable financial measure calculated in accordance with GAAP, to Adjusted free cash flow for the warrants in a manner that may be adverse to holdersperiods indicated:Three Months Ended December 31, Years Ended December 31, 2023 2022 2023 2022 2021 (in thousands) Most comparable GAAP measure: Net cash used for operating activities $ (117,754) $ (150,104) $ (496,178) $ (581,563) $ (307,154) Net cash used for investing activities (11,107) (55,702) (66,749) (225,645) (207,481) Net cash provided by financing activities 230,726 115,925 742,983 598,876 187,598 Non-GAAP measure: Net cash used for operating activities (117,754) (150,104) (496,178) (581,563) (307,154) Purchases of property, plant and equipment (12,107) (49,821) (120,516) (168,257) (179,269) Adjusted free cash flow $ (129,861) $ (199,925) $ (616,694) $ (749,820) $ (486,423) approval byASC 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, (“ASC 205-40”), we have evaluated whether there are conditions and events, considered in the holders of at least 65% of the then outstanding public warrants.Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement will provideaggregate, that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Althoughraise substantial doubt about our ability to amendcontinue as a going concern within one year after the date that the consolidated financial statements are issued.of the warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendmentsand could be amendmentsdilutive to among other things, increasecurrent stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments.exercise price ofrequired funding for future operations such as continuing to access capital through the warrants, convertEquity Distribution Agreement. However, the warrants into stock or cash, shortenability to access the exercise period or decrease the number of warrant shares issuable upon exercise of a warrant.Our warrants may have an adverse effectEquity Distribution Agreement is dependent on the market price of our common stock, the registration of shares to be sold under the Equity Distribution Agreement and make it more difficultavailability of sufficient authorized common stock, which cannot be assueffectuateus when, and in the amounts needed, we could be required to delay, scale back, or abandon some or all of our initialoperations and development programs, which would materially harm our business, combination.We have issuedfinancial condition and results of operations. purchase 23,890,000issue shares of our common stock. Furthermore, pursuantstock to the contingent forward purchase agreement and subject to an excusable right, the forward purchase investor has committed to purchaseTumim for proceeds of up to 2,500,000 forward purchase$300.0 million. During the years ended December 31, 2023, 2022, 2021 and we sold 3,420,990, 17,248,244, and 14,213,498 shares plus one of our redeemable warrants for each forward purchase share. In each case, the warrants are exercisable at a price of $11.50 per whole share of common stock. Tostock, respectively, for proceeds of $8.4 million, $123.7 million, and $163.8 million, respectively, under the extentFirst Tumim Purchase Agreement. As of December 31, 2023 we issuesold in aggregate 34,882,732 shares of common stock to effectuateTumim under the terms of the First Tumim Purchase Agreement for gross proceeds of $295.9 million, excluding the 155,703 commitment shares issued to Tumim as consideration for its irrevocable commitment to purchase shares of our common stock under the First Tumim Purchase Agreement. The First Tumim Purchase Agreement was terminated in the first quarter of 2023.business transaction,second common stock purchase agreement with Tumim (the "Second Tumim Purchase Agreement" and, together with the potentialFirst Tumim Purchase Agreement, the "Tumim Purchase Agreements") allowing us to issue shares of our common stock to Tumim for proceeds of up to an additional $300.0 million, provided that certainsubstantial numbersecurities purchase agreement with an investor pursuant to which we can issue and sell up to $125.0 million in initial principal amount of senior convertible notes (the "First Purchase Agreement Notes") in a registered direct offering. We consummated an initial closing for the sale of $50.0 million in aggregate principal amount of First Purchase Agreement Notes on December 30, 2022. During 2023, we consummated additional closings of $52.1 million in aggregate principal amount of First Purchase Agreement Notes. The First Purchase Agreement was terminated in the third quarter of 2023. As of December 31, 2023, all of the First Purchase Agreement Notes had been converted into common stock.upon exercisepurchased in the Direct Offering reduced to the extent of these warrants could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the total number of issuedshares sold in the Public Offering. The Direct Offering closed on April 11, 2023, and outstandingwe sold 59,374,999 shares of common stock and reduceat the valuePublic Offering price of $1.12 per share to the Investor for net proceeds of $63.2 million.issuedfrom 800,000,000 to complete1,600,000,000. As of December 31, 2023, we had 140.4 million shares unreserved and unissued.business transaction. Therefore, our warrants may make it more difficultthird quarter of 2023, we entered into a securities purchase agreement with an investor pursuant to effectuatewhich we can issue and sell up to $325.0 million in initial principal amount of senior convertible notes (the "Second Purchase Agreement Notes" and, together with the First Purchase Agreement Notes, the "Senior Convertible Notes") in a business combination or increaseregistered direct offering. We consummated an initial closing for the costsale of acquiring$125.0 million in aggregate principal amount of Second Purchase Agreementtarget business.The abilitythird quarter of our public stockholders to exercise their redemption rights may not allow us to effectuate the most desirable business combination or optimize our capital structure.If our initial business combination requires us to use substantially2023, we consummated an additional closing of our cash to pay the purchase price, because we will not know how many public stockholders may exercise redemption rights, we may either need to reserve partSecond Purchase Agreement Notes had been converted into common stock. The amount of the trust account for possible payment upon such redemption, or we may need to arrange third party financing to help fund our initial businesscombination. In the eventadditional notes that the acquisition involves the issuance of our stock as consideration, we may be required to issue a higher percentage of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.We may be unable to consummate an initial business combination if a target business requires that we have a certain amount of cash at closing, in which case public stockholders may have to remain stockholders of our company and wait until our redemption of the public shares to receive a pro rata share of the trust account or attempt to sell their shares in the open market.A potential target may make it a closing condition to our initial business combination that we have a certain amount of cash in excess of the $5,000,001 of net tangible assets we are required to haveissued pursuant to our organizational documents available at the time of closing. IfSecond Purchase Agreement is limited by Nasdaq listing rules limiting the number of our public stockholders electing to exercise their redemption rights has the effect of reducing the amount of money available to us to consummate an initial business combination below such minimum amount required by the target business and we are not able to locate an alternative source of funding, we will not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. In that case, public stockholders may have to remain stockholders of our company and wait the full 24 months from the closing of the initial public offering, in order to be able to receive a portion of the trust account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than they would have in a liquidation of the trust account.If we seek stockholder approval of our initial business combination, we intend to offer each public stockholder the option to vote in favor of the proposed business combination and still seek redemption of such stockholders’ shares.In connection with any meeting held to approve an initial business combination, we will offer each public stockholder (but not our founders, officers or directors) the right to have his, her or its shares of common stock redeemed for cash (subject to the limitations described elsewhere in this Report) without voting and, if they do vote, regardless of whether such stockholder votes for or against such proposed business combination. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001issuable upon such consummation and a majorityconversion of the outstandingnotes and is less than the remaining notional capacity under the agreement.common stock voted are voted in favor of the business combination. This is different than other similarly structured blank check companies where stockholders are offered the right to redeem their shares only when they vote against a proposed business combination. This threshold and the ability to seek redemption while voting in favor of a proposed business combination may make it more likely that we will consummate our initial business combination.We will require public stockholders who wish to redeem their shares of common stock in connection with a proposed business combination to comply with specific requirementsan underwritten public offering (the "December 2023 Public Offering") at an offering price of $0.75 per share, for redemption that may make it more difficultnet proceeds of $95.6 million after deducting underwriting discounts and commissions.them to exercise their redemption rights priornet proceeds of $169.4 million after deducting underwriting discounts and commissions. As of December 31, 2023, holders of the 8.25% Convertible Notes converted aggregate principal amount of $153.4 million for issuance of 170,491,093 shares of our common stock.deadlineSEC settlement and $65.7 million for exercising their rights.We may requirewarranty reserves related primarily to the BEV recall.public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificatesbusiness strategy over the next twelve month period including (i) scaling the production, distribution and service of the FCEV and BEV trucks, (ii) performing the recall work related to our transfer agent prior toBEV recall (iii) maintaining the expiration date set forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the business combination, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. In order to obtainmanufacturing facility, and (iv) establishing our initial energy infrastructure. However, actual results could vary materially and negatively as a physical stock certificate,result of a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under our bylaws, we are required to provide at least 10 days advance noticenumber of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem public shares, its shares may not be redeemed.Additionally, despite our compliance with the proxy rules or tender offer rules, as applicable, stockholders may not become aware of the opportunity to redeem their shares.Redeeming stockholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.We will require public stockholders who wish to redeem their shares of common stock in connection with any proposed business combination to comply with the delivery requirements discussed above for redemption. If such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until we have returned their securities to them. The market price for our common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.Because of our structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business combination.We expect to encounter intense competition from other entities having a business objective similar to ours, including private equity groups, venture capital funds, leveraged buyout funds, operating businesses and other blank check companies competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors. Therefore, factors, including:compete in acquiring certain sizable target businesses may be limited bymanage the costs of manufacturing and servicing the FCEV and BEV trucks and our available financial resources. This inherent competitive limitation gives others an advantage in pursuingability to drive the acquisitioncost down with our suppliers;certain target businesses. Furthermore, seeking stockholder approvalcash generated from sales of our initial business combination may delay FCEV and BEV trucks and hydrogen infrastructure, and our ability to offer our products and services at competitive prices;consummationcosts of a transaction. Any of maintaining our manufacturing facility, hydrogen refueling assets and equipment;foregoing may place us at a competitive disadvantage in successfully negotiating our initial business combination.Certain provisionsscope, progress, results, costs, timing and outcomes of our amendedongoing validation and restated certificate of incorporation that relate to our probusiness combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least 65%demos of our issuedFCEV trucks;outstandingtiming of development and deployment of our hydrogen distribution, dispensing and storage network;lower amendment threshold than thatcombination of some other blank check companies. Itequity and debt financing, and potentially through lease securitization, strategic collaborations, and licensing arrangements. If we raise funds by issuing equity or equity-linked securities, dilution to stockholders may be easierresult. Any equity or equity-linked securities issued may also provide for us, therefore,rights, preferences or privileges senior to amend our amended and restated certificatethose of incorporation and the trust agreement to facilitate the completion of an initial business combination that someholders of our stockholders may not support.Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended and restated certificate of incorporation provides that amendments to any its provisions relating to our pre-initial business combination activity and related stockholder rights, including the substance and timing of our obligation to redeem 100% of our public shares if we do not complete out initial business combination within the required time period, may be amended if approved by holders of at least 65% of our outstanding common stock. If an amendmentwe raise funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to any such provision is approvedthose of holders of our common stock. The terms of debt securities or other debt financing agreements could impose significant restrictions on our operations and may require us to pledge certain assets. The credit market and financial services industry have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.Years Ended December 31, 2023 2022 2021 (in thousands) Net cash used in operating activities $ (496,178) $ (581,563) $ (307,154) Net cash used in investing activities (66,749) (225,645) (207,481) Net cash provided by financing activities 742,983 598,876 187,598 requisite stockholder vote, thengrowth of our business primarily related to manufacturing, research and development and selling, general, and administrative activities. Our operating cash flows are also affected by our working capital needs to support personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.corresponding provisionsyear ended December 31, 2023. The most significant component of our cash used during this period was a net loss from continuing operations of $864.6 million, which included $205.6 million non-cash net losses on revaluation of financial instruments, $79.2 million non-cash interest expense, non-cash expenses of $75.4 million related to stock-based compensation, gain on divestiture of affiliate of $70.8 million, $71.2 million in inventory write downs, other net non-cash charges of $72.5 million, and net cash outflows of $64.6 million from changes in operating assets and liabilities primarily driven by increases in prepaid expenses and other current assets and inventory, a decrease in accounts payable, accrued expenses and other current liabilities, partially offset by a decrease in accounts receivable, net.trust agreement governingpromissory notes for $24.6 million, proceeds from the releaseexercise of fundsstock options of $4.8 million, partially offset by a $4.1 million payment of our term loan and other financing outflows of $1.5 million.our trust accountthose estimates, and the results may be amended. In all other instances,material.amendedhistorical and restated certificatefuture performance, as these policies relate to the more significant areas involving management's judgments and estimates.incorporation may be amended by holdersoperations.majorityMonte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. Significant judgment is required in determining the expected volatility of our common stock. Due to the limited history of trading of our common stock, subjectwe determine expected volatility based on a mix of historical volatility and a peer group of publicly traded companies.applicable provisionsdealers, and are estimated based on factors including the length of the DGCL or applicable stock exchange rules. Subsequentwarranty (generally 2 to 5 years), product costs, and product failure rates. Warranty reserves are reviewed and adjusted quarterly to ensure that accruals are adequate to meet expected future warranty obligations. Estimating future warranty costs is highly subjective and requires significant management judgment. We believe that the initial public offering and prior toaccruals are adequate, however, based on the consummation of our initial business combination, we may not issuelimited historical information available, it is possible that substantial additional securities that can vote as a class with our public shares on amendments to our amended and restated certificate of incorporation. Our founders, executive officers and directors collectively beneficially own approximately 21% of our outstanding common stock, and they may participate in any vote to amend amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, wecharges may be ablerequired in future periods based on new information or changes in facts and circumstances. Our accrual includes estimates of the replacement costs for covered parts which is based on historical experience. This could be impacted by contractual changes with third-party suppliers or the need to amend the provisions of our amended and restated certificate of incorporation which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. In certain circumstances, our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public stockholders may only receive $10.10 per share or potentially less than $10.10 per share on our redemption,identify new suppliers and the warrants will expire worthless.Althoughengineering and design costs that would accompany such a change.net proceeds of our initial public offering and the sale of the private units, founder shares and forward purchase securities, including the interest earned on the proceeds held in the trust accountaccruals are adequate. It is possible that may be available to us for our initial business combination, will be sufficient to consummate our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the initial public offering and the sale of the private units and forward purchase securities, including the interest earned on the proceeds held inthe trust account that may be available to us for our initial business combination, prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination, the forward purchase investor’s election to be excused from its purchase obligations or the terms of negotiated transactions to purchase shares in connection with our initial business combination, wesubstantial additional charges may be required in future periods based on new information, changes in facts and circumstances, availability of materials from key suppliers, and actions that we may commit to seek additional financing or be required to abandonundertake.proposed business combination. Financing may not be available on acceptable terms, if at all. Totiming of their adoption, and our assessment, to the extent that additional financing proveswe have made one, of their potential impact on our financial condition and results of operations.be unavailable when neededa variety of market and other risks, including the effects of changes in interest rates, inflation, and foreign currency exchange rates, as well as risks to consummatethe availability of funding sources, hazard events, and specific asset risks.initial business combination, orfinancial instruments and our financial position represents the salepotential loss arising from adverse changes in interest rates. As of some or allDecember 31, 2023 and 2022, we had cash and cash equivalents of $464.7 million and $225.9 million, respectively. As of December 31, 2023, we had a cash and cash equivalents balance of $29.8 million which consisted of interest-bearing money market accounts for which the forward purchase securities fails to close, wefair market value would be compelledaffected by changes in the general level of U.S. interest rates. However, due to either restructure the transaction or abandon that particular initial business combination and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public stockholders may only receive $10.10 per share or potentially less than $10.10 per share on our redemption,short-term maturities and the warrants will expire worthless. In addition, even if we dolow-risk profile of our investments, an immediate 10% change in interest rates would not need additional financing to consummate our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. Nonefair market value of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.Our founders, executive officers, directorscash and director nominees have a substantial interest in us and thus may influence certain actions requiring a stockholder vote.Upon consummationcash equivalents. As of December 31, 2022, none of our offering, our founders, executive officers, directorscash and director nominees own approximately 21%cash equivalents balance was invested in interest-bearing money market accounts.Page issuedStockholders and outstanding shares of our common stock. In addition, our founders, executive officers, directors or any of their affiliates could determine in the future to make purchases in the open market or in private transactions, to the extent permitted by law, in order to influence the vote or magnitude of the number of stockholders seeking to tender their shares to us. In connection with any vote for a proposed business combination our founders, as well as all of our executive officers and directors, have agreed to vote the shares of common stock owned by them immediately before the initial public offering, the shares of common stock underlying the private units, as well as any shares of common stock acquired in the initial public offering or in the aftermarket in favor of such proposed business combination.In addition, our Board of Directors is divided into two classes, each of which will generally serve for a term of two years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered” Board of Directors, only a portion of the Board of Directors will be consideredof Nikola Corporationelection and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders will continue to exert control at least until the completion of our business combination.Our founders paid an aggregate of $25,000, or approximately $0.004 per founder share; accordingly, you will experience immediate and substantial dilution from the purchase of our public shares.The difference between the public offering price per share (allocating alleach of the unit purchase price to the public shares and none to the warrants includedthree years in the public units)period ended December 31, 2023, and the pro forma net tangible book value per share of common stock after the initial public offering constitutes the dilution to you and the other investors in the initial public offering. Our founders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of the initial public offering, you and the other public stockholders will incur an immediate and substantial dilution of approximately 91.9% or $9.16 per share of common stock (the difference between the pro forma net tangible book value per share of $0.81 and the initial public offering price of $10.00 per share of common stock).Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.We cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally be required to be at least $4 per share. We cannot assure you that we will be able to meet those initial listing requirements at that time. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the counter market. If this were to occur, we could face significant material adverse consequences, including:· a limited availability of market quotations for our securities;· reduced liquidity for our securities;· a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;· a limited amount of news and analyst coverage; and· a decreased ability to issue additional securities or obtain additional financing in the future.The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which arerelated notes (collectively referred to as “covered securities.” Because we expect thatthe “consolidated financial statements”). In our unitsopinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and eventually our common stock and warrants will be listed on Nasdaq, our units, common stock and warrants will qualify as covered securities under such statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.Certain agreements related to our initial public offering may be amended without stockholder approval.Certain agreements, including the underwriting agreement relating to the initial public offering, the trust agreement between us and Continental Stock Transfer and Trust Company, the letter agreements among us and our founders, executive officers, directors and director nominees,2022, and the registration rights agreement among usresults of its operations and our founders, executive officers, directors and director nominees, may be amended without stockholder approval. These agreements contain various provisions that our public stockholders might deem to be material. For example, the underwriting agreement related to our initial public offering contains a covenant that the target company that we acquire must have a fair market value equal to at least 80%its cash flows for each of the balancethree years in the trust account at the time of signing the definitive agreement for the transactionperiod ended December 31, 2023, in conformity with such target business (excluding any taxes payable on interest earned) so long as we obtain and maintain a listing for our securities on Nasdaq. While we do not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect on the value of an investment in our securities.Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.The United States federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principlesU.S. generally accepted in the United States of America, or GAAP, or International Financial Reporting Standard as issued by the International Accounting Standards Board, or IFRS, and the historical financial statements may be required to beaccounting principles.or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and consummate our initial business combination within our 24-month time frame.Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing a business combination.Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2019. Only in the event we are deemed to be a large accelerated filer, or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on ourCompany's internal control over financial reporting. Further, forreporting as long as we remain an emerging growth company, we will not be required to comply withof December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirementsCommittee of Sponsoring Organizations of the Sarbanes-Oxley Act particularly burdensome on us as comparedTreadway Commission (2013 framework) and our report dated February 28, 2024 expressed an adverse opinion thereon.other public companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year before that time, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractiveContinue as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. Going ConcernJOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of ouraccompanying consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.We may face risks related to businesses in the industrial technology, transportation and smart mobility industries.Business combinations with businesses in the industrial technology, transportation and smart mobility industries entail special considerations and risks. If we are successful in completing a business combination with such a target business, we may be subject to, and possibly adversely affected by, the following risks:· an inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources;· an inability to manage rapid change, increasing consumer expectations and growth;· an inability to build strong brand identity and improve customer satisfaction and loyalty;· a reliance on proprietary technology to provide services and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively;· an inability to deal with our customers’ privacy concerns;· an inability to attract and retain customers;· an inability to license or enforce intellectual property rights on which our business may depend;· any significant disruption in our computer systems or those of third parties that we would utilize in our operations;· an inability by us, or a refusal by third parties, to license content to us upon acceptable terms;· potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute;· competition for the discretionary spending of customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior;· disruption or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events;· an inability to obtain necessary hardware, software and operational support; and· reliance on third-party vendors or service providers.Any of the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will not be limited to the industrial technology, transportation and smart mobility industries. Accordingly, if we acquire a target business in another industry, these risks we will be subject to risks attendant with the specific industry in which we operate or target business which we acquire, which may or may not be different than those risks listed above.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.We currently maintain our principal executive offices at 1354 Flagler Drive, Mamaroneck, New York 10543. The cost for this space is included in the $10,000 per-month aggregate fee our sponsor will charge us for general and administrative services commencing on the date of the initial public offering pursuant to a letter agreement between us and our sponsor. We believe, based on rents and fees for similar services in the Mamaroneck area, that the fee charged by our sponsor is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket Information and HoldersOur equity securities trade on the Nasdaq Capital Market. Each of our units consists of one share of common stock and one warrant and, since May 16, 2018, has traded on the Nasdaq Capital Market under the symbol “VTIQU.” The common stock and warrants underlying our units began trading separately on the Nasdaq Capital Market under the symbols “VTIQ” and “VTIQW,” respectively, on June 11, 2018. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described in our registration statement. The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.The following table shows, for the periods indicated, the high and low trade prices of our units, common stock and warrants as reported on the Nasdaq Capital Market:(1) Reflects the high and low trade prices of our units beginning as of May 16, 2018, and of our common stock and warrants on June 11, 2018, the first day that our units, common stock and warrants, respectively, began trading on the Nasdaq Capital Market.As of March 20, 2019, there were 9 registered holders of record of our units, 13 holders of record of our common stock and 1 holder of record of our warrants, based on information provided by our transfer agent. The actual number of holders is greater than this number of registered record holders, and includes holders who are beneficial owners, but whose shares are held in “street name” by brokers and other nominees.Recent Sales of Unregistered SecuritiesUse of Proceeds from Initial Public Offering of Ordinary SharesThe registration statement for the Company’s initial public offering was declared effective May 15, 2018. On May 18, 2018, the Company consummated an initial public offering of 20,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 800,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to VectoIQ Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Cowen Investments, LLC (collectively with the Sponsor, the “Founders”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”).Following the closing of the initial public offering on May 18, 2018, an amount of $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the initial public offering and the Private Placement Units was placed in a trust account (“Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.On May 24, 2018, the underwriters notified the Company of their exercise of the over-allotment option in full and, on May 29, 2018, purchased 3,000,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the over-allotment option, generating total gross proceeds of $30,000,000. On May 29, 2018, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 90,000 Private Units at $10.00 per additional Private Unit (the “Additional Private Units”), generating total gross proceeds of $900,000. Following the closing of the over-allotment option, an additional $30,300,000 ($10.10 per Unit) was placed in the Trust Account, resulting in $232,300,000 ($10.10 per Unit) held in the Trust Account.Transaction costs amounted to $5,244,622, consisting of $4,600,000 of underwriting fees, including underwriting fees resulting from the exercise of the underwriters’ over-allotment, and $644,622 of initial public offering costs.The Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurancebeen prepared assuming that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination with one or more target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.ITEM 6. SELECTED FINANCIAL DATANot applicable.ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled “Risk Factors”,” “Business” and the audited consolidated financial statements, including the related notes, appearing elsewhere in this Form 10-K. All references to years, unless otherwise noted, refer to our fiscal years, which end on December 31. As used in this Form 10-K, unless the context suggests otherwise, “we,” “us,” “our,” “the Company” or “VectoIQ” refer to VectoIQ Acquisition Corp.OverviewWe are a newly organized company incorporatedcontinue as a Delaware corporation on January 23, 2018 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). We intend to effectuate our Initial Business Combination using cash from the proceeds of our initial public offering (the “Public Offering”) and the sale of private placement units that occurred simultaneously with the consummation of the Public Offering.The issuance of additional shares of our stockgoing concern. As discussed in a business combination:· may significantly dilute the equity interest of investors in the Public Offering;· may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;· could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;· may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and· may adversely affect prevailing market prices for our common stock and/or warrants.As indicated in the accompanying financial statements, at December 31, 2018, we had $1,168,600 in cash, $47,979 of cash held in Trust account, and investments held in Trust account of $235,243,004. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our Initial Business Combination will be successful.Results of OperationsFor the period from January 23, 2018 (inception) to December 31, 2018, we had net income of $1,913,035. Our entire activity from January 23, 2018 (inception) through May 18, 2018, consisted of formation and preparation for the initial public offering, and as such, we had no operations and no significant operating expenses. Subsequent to the closing of the initial public offering on inception, our other income consists of interest and dividend income earned on the investments in our trust account and our operating costs include costs associated with obtaining directors and officers insurance and other general and administrative costs.Liquidity and Capital ResourcesIn May 2018, we consummated the Public Offering, in which we sold 23,000,000 Units (including 3,000,000 Units subject to the exercise of the underwriters’ over-allotment option) at a price of $10.00 per Unit generating gross proceeds of $230,000,000 before underwriting discounts and expenses. The Sponsor, Cowen Investments, LLC and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”) purchased an aggregate of 890,000 units at a price of $10.00 per unit in a private placement that occurred simultaneously with the initial public offering and the exercise of the over-allotment option. In connection with the initial public offering, we incurred transaction costs of $5,244,622, consisting of $4,600,000 of underwriting fees and $644,622 of other initial public offering costs.Prior to the Public Offering, our only sources of liquidity were an initial purchase of shares of our common stock for $25,000 and two related party loans from our Sponsor and Cowen Investments, LLC totaling $120,000 to cover expenses related to the Public Offering. These loans were repaid with the proceeds from the Public Offering.Prior to the completion of our Initial Business Combination, we will have available to us the approximately $1,168,600 of proceeds held outside the trust account. We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $10.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.We expect that we have sufficient resources to fund our operations for the 24 months following the closing of the Public Offering. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination, which may include a specified future issuance. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.Off-Balance Sheet Financing ArrangementsWe have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.Contractual ObligationsAt December 31, 2018, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. We have entered into an Administrative Support Agreement with our Sponsor, pursuant to which the Company is billed a total of $10,000 per month for office space and general administrative services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease incurring these monthly fees. As of December 31, 2018, the Company accrued $75,000 for office space and general administrative services.Controls and ProceduresWe are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2019. We have not completed an assessment of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:· staffing for financial, accounting and external reporting areas, including segregation of duties;· reconciliation of accounts;· proper recording of expenses and liabilities in the period to which they relate;· evidence of internal review and approval of accounting transactions;· documentation of processes, assumptions and conclusions underlying significant estimates; and· documentation of accounting policies and procedures.Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively also may take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.Related Party TransactionsIn February 2018, our founders purchased an aggregate of 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In March 2018, our sponsor transferred 15,000 founder shares to each of our initial director nominees. In May 2018, Cowen Investments forfeited 287,500 founder shares. Additionally, in May 2018, our sponsor purchased 254,829 founder shares for an aggregate purchase price of $1,108, or approximately $0.004 per share, and our anchor investor purchased 32,671 founder shares for an aggregate purchase price of $142, or approximately $0.004 per share. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of the initial public offering (excluding the private shares). Prior to the initial investment of $25,000 by our founders, the Company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, immediately prior to the consummation of the offering in such amount as to maintain the representation by the founder shares of 20% of our issued and outstanding shares of common stock (excluding the private shares) upon the consummation of the initial public offering. Up to 750,000 founder shares will be subject to forfeiture, depending on the extent to which the underwriter’s over-allotment option is exercised.We are obligated, commencing on the date of the initial public offering, to pay our sponsor a monthly fee of an aggregate of $10,000 for office space and general and administrative services. Additionally, we have issued two promissory notes, one to our sponsor and a second to Cowen Investments, both dated as of MarchNote 1 2018. Each of the individual notes is in the aggregate principal amount of $100,000. The notes both contain a drawdown feature such that at any time prior to the consummation of the initial public offering we may draw up to an aggregate of $100,000 on each of the notes for general working capital expenses. These loans are non-interest bearing and were repaid with the proceeds from the initial public offering.Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.We do not believe we will need to raise additional funds following the initial public offering in order to meet the expenditures required for operating our business. However, in order to finance transaction costs in connection with an intended initial business combination, our founders, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Such loans would be evidenced by promissory notes. Up to $1,500,000 of such loans may be convertible into additional units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private units. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.Our founders and anchor investor purchased an aggregate of 890,000 private units (including 90,000 private units in connection with the exercise of the over-allotment option), at $10.00 per unit in a private placement. Among the private units, 525,909 units were purchased by our Sponsor and/or its designees, 67,424 units were purchased by our anchor investor and/or its designees, and 296,667 units were purchased by Cowen Investments and/or its designees. All of the proceeds we received from the purchase of the private placement units were placed in the trust account.The forward purchase investor has entered into a contingent forward purchase agreement with us as described below. Pursuant to the contingent forward purchase agreement, we may elect (subject to the forward purchase investor’s right to be excused from any specific business combination as described below) to have the forward purchase investor purchase up to 2,500,000 shares of our common stock, plus one of our redeemable warrants for each forward purchase share, at a price of $10.00 per forward purchase share, for total gross proceeds of up to $25,000,000. While we may elect to have the forward purchase investor purchase no securities under the contingent forward purchase agreement, if we request that the forward purchase investor purchase securities and the forward purchase investor defaults on such purchase or the forward purchase investor exercises its right of refusal as described herein, the forward purchase investor will forfeit up to all of its ownership interest in our sponsor related to founder shares, and our sponsor will have the right to redeem the forward purchase investor’s remaining ownership interest in our sponsor at the original purchase price. Any funds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, for expenses in connection with the initial business combination or for the combined company’s working capital needs. This commitment is independent of the percentage of stockholders electing to redeem their public shares and could provide us with a minimum funding level for the initial business combination.Our anchor investor has expressed to us an interest to purchase $25 million of public units in the initial public offering and we have agreed to direct the underwriters to sell to our anchor investor such number of public units. Further, the anchor investor has agreed with us that, if it does not own the number of public shares equal to 2,500,000 public shares (which amount will be reduced on a pro rata basis if less than 20,000,000 units are sold in the initial public offering), at the time of any stockholder vote with respect to an initial business combination or the business day immediately prior to the consummation of our initial business combination, it will forfeit all or a portion of the 468,277 founder shares it purchased prior to the initial public offering on a pro rata basis. In such a case, our sponsor (or its designee), will have the right (but not the obligation) to repurchase all or a portion of the private placement units held by our anchor investor at their original purchase price. There can be no assurance that the anchor investor will acquire any public units in the initial public offering or what amount of equity the anchor investor will retain, if any, upon the consummation of our initial business combination. In the event that such anchor investor purchases such units (either in the initial public offering or after) and votes them in favor of our initial business combination, it is possible that no votes from other public stockholders would be required to approve our initial business combination, depending on the number of shares that are present at the meeting to approve such transaction. As a result of the founder shares and private placement units that our anchor investor may hold, it may have different interests with respect to a vote on an initial business combination than other public stockholders.Pursuant to a registration rights agreement entered into on May 15, 2018, the Founders, anchor investor, and the Company’s executive officers, directors and director nominees and their permitted transferees will be entitled to demand that the Company register for resale the Founder Shares, the Private Placement Units and underlying securities and any securities issued upon conversion of Working Capital Loans. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights withrespect to registration statements filed subsequent to the Company’s consummation of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, Cowen Investments may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the initial public offering and may not exercise its demand rights on more than one occasion. Please see “Certain Relationships and Related Party Transactions” for additional information.Critical Accounting Policies and Significant Judgments and EstimatesThis discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.Emerging Growth CompanySection 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Income TaxesWe follow the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2018. We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from January 23, 2018 (inception) to December 31, 2018. We are currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. We are subject to income tax examinations by major taxing authorities since inception.We may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. Our management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.Recent Accounting PronouncementsOur management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKThrough December 31, 2018, our efforts have been limited to organizational activities and activities relating to our Public Offering and search for an Initial Business Combination. We have neither engaged in any operations nor generated any revenues. We have not engaged in any hedging activities since our inception on January 23, 2018. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.The net proceeds of the Public Offering and the sale of the Private Placement Warrants held in the Trust Account are invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAReport of Independent Registered Public Accounting FirmTo the Stockholders and the Board of Directors of VectoIQ Acquisition Corp.Opinion on the Financial StatementsWe have audited the accompanying balance sheet of VectoIQ Acquisition Corp. (the Company) as of December 31, 2018, the related statements of operations, stockholders’ equity and cash flows for the period from January 23, 2018 (inception) to December 31, 2018, and the related notes to the financial statements, (collectively, the financial statements). In our opinion,Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements present fairly, in all material respects,do not include any adjustments that might result from the financial positionoutcome of the Company as of December 31, 2018, and the results of its operations and its cash flows for the period from January 23, 2018 (inception) to December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.Company’sCompany's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.auditaudits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Product Warranties and Recall Campaigns Description of the Matter How We Addressed the Matter in Our Audit RSM USErnst & Young LLPWe have served as the Company’s auditor since 2018.New York, New YorkMarch 20, 2019VectoIQ Acquisition Corp.Balance SheetDecember 31, 2018December 31, 2023 2022 Assets Current assets Cash and cash equivalents $ 464,715 $ 225,850 Restricted cash and cash equivalents 1,224 10,600 Accounts receivable, net 17,974 31,638 Inventory 62,588 111,870 Prepaid expenses and other current assets 25,911 27,943 Assets subject to assignment for the benefit of creditors, current portion — 29,025 Total current assets 572,412 436,926 Restricted cash and cash equivalents 28,026 77,459 Long-term deposits 14,954 34,279 Property, plant and equipment, net 503,416 417,785 Intangible assets, net 85,860 92,473 Investment in affiliates 57,062 62,816 Goodwill 5,238 6,688 Other assets 7,889 8,107 Assets subject to assignment for the benefit of creditors — 100,125 Total assets $ 1,274,857 $ 1,236,658 Liabilities and stockholders' equity Current liabilities Accounts payable $ 44,133 $ 93,242 Accrued expenses and other current liabilities 207,022 179,571 Debt and finance lease liabilities, current (including zero and $50.0 million measured at fair value, respectively) 8,950 61,675 Liabilities subject to assignment for the benefit of creditors, current portion — 49,102 Total current liabilities 260,105 383,590 Long-term debt and finance lease liabilities, net of current portion 269,279 290,128 Operating lease liabilities 4,765 6,091 Other long-term liabilities 21,512 6,684 Deferred tax liabilities, net 22 15 Liabilities subject to assignment for the benefit of creditors — 23,671 Total liabilities 555,683 710,179 Commitments and contingencies (Note 14) Stockholders' equity Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and 2022 — — Common stock, $0.0001 par value, 1,600,000,000 and 800,000,000 shares authorized as of December 31, 2023 and 2022, respectively, 1,330,083,002 and 512,935,485 shares issued and outstanding as of December 31, 2023 and 2022, respectively 133 51 Additional paid-in capital 3,790,272 2,562,855 Accumulated deficit (3,071,069) (2,034,850) Accumulated other comprehensive loss (162) (1,577) Total stockholders' equity 719,174 526,479 Total liabilities and stockholders' equity $ 1,274,857 $ 1,236,658 VectoIQ Acquisition Corp.STATEMENTFor the period from January 23, 2018 (inception) to December 31, 2018
January 23, 2018
(inception) to
December 31, 2018Years Ended December 31, 2023 2022 2021 Revenues: Truck sales $ 30,061 $ 45,931 $ — Service and other 5,778 3,794 — Total revenues 35,839 49,725 — Cost of revenues: Truck sales 242,519 132,556 — Service and other 7,387 3,138 — Total cost of revenues 249,906 135,694 — Gross loss (214,067) (85,969) — Operating expenses: Research and development 208,160 270,480 292,951 Selling, general and administrative 198,768 346,186 400,575 Loss on supplier deposits 28,834 — — Total operating expenses 435,762 616,666 693,526 Loss from operations (649,829) (702,635) (693,526) Other income (expense): Interest expense, net (76,023) (17,712) (481) Revaluation of warrant liability 371 3,903 3,051 Gain on divestiture of affiliate 70,849 — — Loss on debt extinguishment (31,025) — — Other income (expense), net (162,534) (1,023) 4,102 Loss before income taxes and equity in net loss of affiliates (848,191) (717,467) (686,854) Income tax expense 12 6 4 Loss before equity in net loss of affiliates (848,203) (717,473) (686,858) Equity in net loss of affiliates (16,418) (20,665) (3,580) Net loss from continuing operations $ (864,621) $ (738,138) $ (690,438) Discontinued operations: Loss from discontinued operations (76,726) (46,100) — Loss from deconsolidation of discontinued operations (24,935) — — Net loss from discontinued operations (101,661) (46,100) — Net loss $ (966,282) $ (784,238) $ (690,438) Basic net loss per share: Net loss from continuing operations $ (1.08) $ (1.67) $ (1.73) Net loss from discontinued operations (0.13) (0.11) — Net loss $ (1.21) $ (1.78) $ (1.73) Diluted net loss per share: Net loss $ (1.21) $ (1.78) $ (1.74) Weighted-average shares outstanding: Basic 800,030,551 441,800,499 398,655,081 Diluted 800,030,551 441,800,499 398,784,392 VectoIQ Acquisition Corp.STATEMENTCHANGES IN STOCKHOLDERS’ EQUITYFor the period from January 23, 2018 (Inception) to December 31, 2018Years Ended December 31, 2023 2022 2021 Net loss $ (966,282) $ (784,238) $ (690,438) Other comprehensive income (loss): Foreign currency translation adjustment, net of tax 1,415 (1,379) (437) Comprehensive loss $ (964,867) $ (785,617) $ (690,875) VectoIQ Acquisition Corp.STATEMENTCASH FLOWSFor the Period from January 23, 2018 (Inception) to December 31, 2018Common Stock Additional
Paid-in
CapitalAccumulated
DeficitAccumulated Other Comprehensive Income (Loss) Total
Stockholders' EquityShares Amount Balance as of December 31, 2020 391,041,347 $ 39 $ 1,540,037 $ (560,174) $ 239 $ 980,141 Exercise of stock options 3,472,267 1 4,571 — — 4,572 Issuance of shares for RSU awards 2,523,328 — — — — — Common stock issued for commitment shares 407,743 — 5,564 — — 5,564 Common stock issued for investment in affiliates, net of common stock with embedded put right 1,682,367 — 19,139 — — 19,139 Reclassification from mezzanine equity to equity after elimination of put right — — 5,532 — — 5,532 Issuance of common stock under Tumim Purchase Agreements 14,213,498 1 163,787 — — 163,788 Stock-based compensation — — 205,711 — — 205,711 Net loss — — — (690,438) — (690,438) Other comprehensive loss — — — — (437) (437) Balance as of December 31, 2021 413,340,550 $ 41 $ 1,944,341 $ (1,250,612) $ (198) $ 693,572 Exercise of stock options 6,424,780 1 7,104 — — 7,105 Issuance of shares for RSU awards 8,527,456 — — — — — Common stock issued under Tumim Purchase Agreements 17,248,244 2 123,670 — — 123,672 Common stock issued under Equity Distribution Agreement, net 45,324,227 5 163,457 — — 163,462 Common stock issued for Romeo acquisition 22,070,228 2 67,533 — — 67,535 Fair value of vested portion of Romeo stock awards — — 1,345 — — 1,345 Stock-based compensation — — 255,405 — — 255,405 Net loss — — — (784,238) — (784,238) Other comprehensive loss — — — — (1,379) (1,379) Balance as of December 31, 2022 512,935,485 $ 51 $ 2,562,855 $ (2,034,850) $ (1,577) $ 526,479 Exercise of stock options 6,723,629 1 7,154 — — 7,155 Issuance of shares for RSU awards 13,247,573 1 (1) — — — Common stock issued under Tumim Purchase Agreements 32,211,777 3 67,584 — — 67,587 Common stock issued under Equity Distribution Agreement, net 68,351,243 7 117,518 — — 117,525 Common stock issued for conversions of convertible notes 494,594,247 50 526,893 — — 526,943 Common stock issued in registered direct offering 59,374,999 6 63,150 — — 63,156 Common stock issued in public offerings 163,244,049 16 127,877 — — 127,893 Common stock received for contingent stock consideration (20,600,000) (2) — (69,937) — (69,939) Reclassification of conversion features embedded in Toggle Convertible Notes to equity — — 241,851 — — 241,851 Reclassification of share-based payment awards from liability to equity — — 20,992 — — 20,992 Reclassification of share-based payment awards from equity to liability — — (10,401) — — (10,401) Stock-based compensation — — 64,800 — — 64,800 Net loss — — — (966,282) — (966,282) Other comprehensive income — — — — 1,415 1,415 Balance as of December 31, 2023 1,330,083,002 $ 133 $ 3,790,272 $ (3,071,069) $ (162) $ 719,174 Years Ended December 31, 2023 2022 2021 Cash flows from operating activities Net loss $ (966,282) $ (784,238) $ (690,438) Less: Loss from discontinued operations (101,661) (46,100) — Loss from continuing operations $ (864,621) $ (738,138) $ (690,438) Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: Depreciation and amortization 35,890 22,765 8,231 Stock-based compensation 75,391 252,445 205,711 Non-cash in-kind services — — 46,271 Equity in net loss of affiliates 16,418 20,665 3,580 Revaluation of financial instruments 205,589 (174) (3,051) Revaluation of contingent stock consideration (43,981) — — Inventory write-downs 71,218 19,705 4,927 Non-cash interest expense 79,201 15,481 — Loss on supplier deposits 28,834 — — Gain on divestiture of affiliate (70,849) — — Loss on debt extinguishment 31,025 — — Issuance of common stock for commitment shares — — 5,564 Other non-cash activity 4,343 873 1,626 Changes in operating assets and liabilities: Accounts receivable, net 13,665 (31,638) — Inventory (23,756) (141,168) (17,412) Prepaid expenses and other current assets (44,732) (27,681) (10,967) Long-term deposits (1,377) (4,306) (4,721) Other assets (1,530) (912) (1,216) Accounts payable, accrued expenses and other current liabilities (14,613) 29,669 96,144 Operating lease liabilities (2,009) (843) (50) Other long-term liabilities 9,716 1,694 48,647 Net cash used in operating activities (496,178) (581,563) (307,154) Cash flows from investing activities Purchases and deposits for property, plant and equipment (120,516) (168,257) (179,269) Divestiture of affiliates 36,000 — — Proceeds from the sale of assets 20,742 18 200 Payments to assignee (2,725) — — Investments in affiliates (250) (23,027) (25,000) Issuance of senior secured note receivable and prepaid acquisition-related consideration — (27,791) — Settlement of price differentials — (6,588) (3,412) Net cash used in investing activities (66,749) (225,645) (207,481) Cash flows from financing activities Proceeds from the exercise of stock options 7,395 6,867 4,785 Proceeds from issuance of shares under the Tumim Purchase Agreements 67,587 123,672 163,788 Proceeds from registered direct offering, net of underwriter's discount 63,246 — — Proceeds from public offerings, net of underwriter's discount 128,152 — — Proceeds from issuances of convertible debt instruments, net of discount and issuance costs 386,733 233,214 — Proceeds from issuance of common stock under Equity Distribution Agreement, net of commissions paid 115,893 165,143 — Proceeds from issuance of debt, promissory notes and notes payable, net of issuance costs — 54,000 24,632 Proceeds from issuance of financing obligations, net of issuance costs 56,148 44,823 — Proceeds from insurance premium financing 5,223 6,637 — Payment for Coupon Make-Whole Premiums (35,241) — — Repayment of debt, promissory notes and notes payable (45,469) (30,526) (4,100) Payments on insurance premium financing (5,369) (4,638) — Payments on finance lease liabilities and financing obligation (1,315) (316) (863) Other financing activities — — (644) Net cash provided by financing activities 742,983 598,876 187,598 Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 180,056 (208,332) (327,037) Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period 313,909 522,241 849,278 Cash and cash equivalents, including restricted cash and cash equivalents, end of period $ 493,965 $ 313,909 $ 522,241 Cash flows from discontinued operations: Operating activities (4,964) 4,857 — Investing activities (1,804) (2,469) — Financing activities (572) (198) — Net cash provided by (used in) discontinued operations $ (7,340) $ 2,190 $ — Supplemental cash flow disclosures: Cash paid for interest $ 8,327 $ 4,097 $ 797 Cash interest received $ 11,522 $ 1,449 $ 512 Supplemental noncash investing and financing activities: Conversion of Senior Convertible Notes into common stock $ 246,431 $ — $ — Reclassification of conversion features embedded in Toggle Convertible Notes to equity $ 241,851 $ — $ — Conversion of 8.25% Convertible Notes $ 131,361 $ — $ — Conversion of April 2023 Toggle Convertible Notes $ 115,152 $ — $ — Embedded derivative liability bifurcated from 8.25% Convertible Notes $ 47,250 $ — $ — Contingent stock consideration for divestiture of affiliate $ 25,956 $ — $ — Embedded derivative liability bifurcated from April 2023 Toggle Convertible Notes $ 21,180 $ — $ — Reclassification from liability to equity for certain share-based awards $ 20,992 $ — $ — Reclassification from equity to liability for certain share-based awards $ 10,401 $ — $ — Net assets acquired in Romeo acquisition $ — $ 77,137 $ — Purchases of property, plant and equipment included in liabilities $ 16,083 $ 34,946 $ 27,510 Leased assets obtained in exchange for new finance lease liabilities $ 32,820 $ 1,547 $ 646 Toggle Unsecured Convertible Notes issued for paid in kind interest $ 12,998 $ 10,939 $ — Accrued PIK interest $ 1,170 $ 1,998 $ — Accrued commissions under Equity Distribution Agreement $ 49 $ 1,681 $ — Embedded derivative asset bifurcated from Convertible Notes $ — $ 1,500 $ — Stock option proceeds receivable $ — $ 238 $ — Accrued debt and equity issuance costs $ 887 $ 20 $ — Common stock issued for commitment shares $ — $ — $ 5,564 Common stock issued for investments in affiliates, including common stock with embedded put right $ — $ — $ 32,376 Acquired intangible assets included in liabilities $ — $ — $ 47,181 Business Operations“Company”"Business Combination Agreement") was, by and among VectoIQ, VCTIQ Merger Sub Corp., a wholly-owned subsidiary of VectoIQ incorporated in the State of Delaware on January 23, 2018. The Company was formed for("Merger Sub"), and Nikola Corporation, a Delaware corporation ("Legacy Nikola"). Pursuant to the purposeterms of effectingthe Business Combination Agreement, a merger, share exchange, asset acquisition, stock purchase, recapitalization reorganization or similar business combination with one or more businesses (the “Business Combination”). Althoughbetween the Company is not limited to a particular industry or sector for purposesand Legacy Nikola was effected through the merger of consummating a Business Combination,Merger Sub with and into Legacy Nikola, with Legacy Nikola surviving as the Company intends to focus its search on the industrial technology, transportation and smart mobility industries. The Company is an emerging growthsurviving company and as such,a wholly-owned subsidiary of VectoIQ (the "Business Combination").is subjectcompleted the acquisition (the "Romeo Acquisition") of all of the outstanding common stock of Romeo Power, Inc. (“Romeo”) for a total purchase price of $78.6 million. See Note 3, Business Combinations. On June 30, 2023, pursuant to the Assignment, the Company transferred ownership of all of Romeo's right, title and interest in and to all of its tangible and intangible assets, subject to certain agreed upon exclusions (collectively, the risks associated with emerging growth companies.As"Assets") to SG Service Co., LLC, in its sole and limited capacity as Assignee for the Benefit of Creditors of Romeo ("Assignee"), and also designated Assignee to act as the assignee for the benefit of creditors of Romeo, such that, as of June 30, 2023, Assignee succeeded to all of Romeo’s right, title and interest in and to the Assets. The results of operations of Romeo are reported as discontinued operations for the years ended December 31, 2018, 2023 and 2022. See Note 11, had not commenced operations. All activity forhas evaluated whether there are conditions and events, considered in the period from January 23, 2018 (inception) through December 31, 2018 relates toaggregate, that raise substantial doubt about the Company’s formationability to continue as a going concern within one year after the date that the consolidated financial statements are issued.its initial public offering described below. Thecapital expenditures, the Company will need to raise additional capital. Additional stock financing may not generate any operating revenues until after the completion of its initial Business Combination,be available on favorable terms, or at the earliest. The Company will generate non-operating income in the form of interest income on cashall, and cash equivalentswould be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and investments from the proceeds derived from its initial public offering. dilutive financing instruments.December 31 year end.The Company’s sponsor is VectoIQ Holdings, LLC, a Delaware limited liability company (the “Sponsor”).The registration statementresult cannot be included as sources of liquidity for the Company’s initial public offering was declared effective May 15, 2018. On May 18, 2018,ASC 205-40 analysis.consummated an initial public offeringwhen, and in the amounts needed, the Company would be required to delay, scale back, or abandon some or all of 20,000,000 units (each, a “Unit”its development programs and collectively,operations, which could materially harm the “Units”) at $10.00 per Unit, which is discussed in Note 3. Simultaneously with the closingCompany's business, financial condition and results of operations. The result of the initial public offering,Company’s ASC 205-40 analysis, due to uncertainties discussed above, is that there is substantial doubt about the Company consummatedCompany’s ability to continue as a going concern through the sale of 800,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, Cowen Investments, LLC (collectively with the Sponsor, the “Founders”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”).Following the closing of the initial public offering on May 18, 2018, an amount of $202,000,000 ($10.10 per Unit)next twelve months from the net proceedsdate of the saleissuance of the Unitsthese consolidated financial statements.the initial public offeringaccordance with GAAP and the Private Placement Units was placed in a trust account (“Trust Account”) which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.On May 24, 2018, the underwriters notified the Company of their exercise of the over-allotment option in full and, on May 29, 2018, purchased 3,000,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the over-allotment option, generating total gross proceeds of $30,000,000. On May 29, 2018, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 90,000 Private Units at $10.00 per additional Private Unit (the “Additional Private Units”), generating total gross proceeds of $900,000. Following the closing of the over-allotment option, an additional $30,300,000 ($10.10 per Unit) was placed in the Trust Account, resulting in $232,300,000 ($10.10 per Unit) held in the Trust Account.Transaction costs amounted to $5,244,622, consisting of $4,600,000 of underwriting fees, including underwriting fees resulting from the exercise of the underwriters’ over-allotment, and $644,622 of initial public offering costs.The Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurancethis basis assumes that the Company will be ablecontinue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty.complete a Business Combination successfully. the Company's subsidiaries and equity method investments, whose functional currency is not the U.S. dollar.Company must complete its initial Business Combinationpreparation of financial statements in conformity with one or more target businesses having an aggregateGAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company's most significant estimates and judgments involve valuation of the Company's stock-based compensation related to the fair market value of at least 80%market-based restricted stock units, assignment of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.The Company will provide its holders of the outstanding shares of its common stock, par value $0.0001, sold in the initial public offering (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below inNote 3) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share). These Public Shares are recorded at a redemptionfair value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assetsallocation of at least $5,000,001 upon such consummation of a Business Combination and, if a stockholder vote is held to approve such transaction, only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the initial public offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Sharespurchase price in connection with the completionRomeo Acquisition, the valuations of a Business Combination or any amendmentwarrant liabilities, derivative liabilities, the Put Right and Price Differential, estimates related to the provisionsCompany's lease assumptions and revenue recognition, contingent liabilities, including litigation reserves, inventory valuation and warranty reserves, including inputs and assumptions related to recall campaigns.Company’s Amendedbasis for making judgments about the carrying values of assets and Restated Certificateliabilities. Actual results could differ from those estimates.Incorporation relating to its pre-initial business combination activity and related stockholders’ rights.Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation providesan enterprise where discrete financial information is available that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the common stock sold in the initial public offering, without the prior consent of the Company.The Company’s Founders, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment.If the Company does not consummate a Business Combination by May 18, 2020 (the “Combination Period”), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (less up to $100,000 of interest to pay dissolution expenses, and taxes that were not previously released from the trust and paid), dividedevaluated regularly by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the rightchief operating decision-maker ("CODM"), in deciding how to receive further liquidating distributions, if any), subject to applicable law,allocate resources and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the initial public offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account (or potentially less in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors (other than the Company’s independent auditors), service providers, prospective target businesses or other entities with whichthe Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.Note 2 — Summary of Significant Accounting PoliciesBasis of PresentationThe accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.Emerging Growth CompanySection 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.assessing performance. The Company has elected nottwo business units, the Truck business unit and Energy business unit. The Truck business unit is manufacturing and selling FCEV and BEV trucks that provide, or are expected to opt outprovide, environmentally friendly, cost effective solutions to the trucking sector. The Energy business unit is developing and constructing a network of such extended transition period, which means that whenhydrogen fueling stations to meet hydrogen fuel demand for the Company's customers. standard is issued or revised,single reporting unit, and it has different application datessingle operating and reportable segment for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standardpurposes of allocating resources and evaluating financial performance.time private companies adopt the new or revised standard.This may make comparisoninvoiced amount, less an allowance for potential uncollectible amounts. The Company had no allowance for uncollectible amounts as of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Net Income Per Common ShareNet income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At December 31, 2018, the Company had outstanding warrants to purchase 23,890,000 shares of common stock. These shares were excluded from the calculation of diluted net income per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented.a trust account held at financial institutions, which,issuers, and at times may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2018, theexceeds federally insured limits. The Company has not experienced lossesany credit loss relating to its cash equivalents and accounts receivable.accountssuppliers to deliver necessary components in a timely manner, at prices and management believesquantities acceptable to the Company is not exposedmay cause the Company to significant risksincur transition costs to other suppliers and could have a material and adverse impact on such accounts.Financial InstrumentsThe fair value of the Company’s assetsbusiness, growth and liabilities, which qualify as financial instruments underand operating results. FASB ASC 820, “Fair Value MeasurementsCompany relies on a limited number of suppliers of battery products. The manufacturing process of battery products is complex, highly technical and Disclosures,” approximatescan be affected by supply chain disruptions and component shortages.carrying amounts representedyear ended December 31, 2023, with four dealers individually representing sales in the balance sheet dueexcess of 10% of total revenue. The loss of any of these dealers, or a significant reduction in sales to their short-term nature.Use of EstimatesThe preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions thatany such dealer, could adversely affect the reported amounts of assetsCompany's revenues.liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.cash equivalentsshort-termhighly liquid investments purchased with an originala remaining maturity of three months or less when purchased to be cash equivalents.Investments held Additionally, the Company considers investments in Trust AccountAtmoney market funds to be cash equivalents. As of December 31, 2018,2023 and 2022 the Company had $464.7 million and $225.9 million of cash and cash equivalents, respectively. Cash equivalents included $29.8 million and zero of highly liquid investments as of December 31, 2023 and 2022, respectively.As of December 31, 2023 2022 2021 Cash and cash equivalents $ 464,715 $ 225,850 $ 497,241 Restricted cash and cash equivalents—current 1,224 10,600 — Restricted cash and cash equivalents—non-current 28,026 77,459 25,000 Cash, cash equivalents and restricted cash and cash equivalents $ 493,965 $ 313,909 $ 522,241 As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents—money market $ 29,839 $ — $ — $ 29,839 Derivative asset — — 69 69 Liabilities Derivative liability $ — $ — $ 8,871 $ 8,871 Warrant liability — — 10 10 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 170 $ 170 Liabilities Warrant liability $ — $ — $ 381 $ 381 Senior Convertible Notes — — 50,000 50,000 Derivative asset Estimated fair value at December 31, 2021 $ — Recognition of derivative asset 1,500 Change in estimated fair value (1,330) Estimated fair value at December 31, 2022 170 Change in estimated fair value (101) Estimated fair value at December 31, 2023 $ 69 Warrant liabilities Estimated fair value at December 31, 2020 $ 7,335 Change in estimated fair value (3,051) Estimated fair value at December 31, 2021 4,284 Change in estimated fair value (3,903) Estimated fair value at December 31, 2022 381 Change in estimated fair value (371) Estimated fair value at December 31, 2023 $ 10 As of December 31, 2023 2022 Stock price $ 0.88 $ 2.16 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 1.42 2.42 Volatility 100 % 100 % Risk-free rate 4.51 % 4.28 % Expected dividend yield — — As of June 22, 2021 Stock price $ 17.32 Strike price $ 14.86 Volatility 95 % Risk-free rate 0.10 % Derivative liability Estimated fair value at December 31, 2020 $ — Recognition of derivative liability 7,705 Change in estimated fair value (104) Settlement of first price differential (3,412) Estimated fair value at December 31, 2021 4,189 Change in estimated fair value 2,399 Settlement of second price differential (6,588) Estimated fair value at December 31, 2022 $ — Derivative liability Estimated fair value as of December 31, 2022 $ — Recognition of derivative liability 21,180 Change in estimated fair value 220,671 Reclassification to equity (241,851) Estimated fair value at December 31, 2023 $ — For The Year Ended December 31, 2023 Stock price $1.09 - $3.40 Conversion price $1.46 - $1.48 Risk free rate 3.76% - 4.58% Equity volatility 47.5% - 70% Expected dividend yield —% Credit spread 14.9% - 20.1% Derivative liability Estimated fair value as of December 31, 2022 $ — Recognition of derivative liability 47,250 Change in estimated fair value 10,458 Settlement of derivative liability for conversions (48,837) Estimated fair value as of December 31, 2023 $ 8,871 For the year ended December 31, 2023 Stock price $0.72 - $0.91 Conversion price $0.90 Risk free rate 3.97% - 4.42% Credit spread 14.20% - 15.10% Liability classified awards Liability classified awards as of December 31, 2022 $ — Reclassification of share-based payment awards to liability 10,401 Change in fair value 10,591 Reclassification of share-based payment awards to equity (20,992) Liability classified awards as of December 31, 2023 $ — Trust Accountentity, the interest is accounted for under the equity method of accounting. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in changing conclusions.Computers 3 years Software 3 to 5 years Demo trucks 2 years Vehicles 5 years Machinery and equipment 3 to 20 years Furniture and fixtures 7 years Leasehold improvements Shorter of useful life or lease term Tooling Based off estimated production quantity Buildings 20 to 40 years heldno impairments of indefinite-lived intangible assets for the years ended December 31, 2023, 2022 and 2021. See Note 6, Intangible Assets, Net, for further discussion.90-day U.S. Treasury bills.Common stock subjecta non-monetary exchange, the estimated fair value of the shares transferred are used to possible redemptionits common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.Offering costsOffering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the initial public offering.Income TaxesThe Company followsincome taxes using the asset and liability method, of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferredwhich deferred tax assets and liabilities are recognized for the estimatedexpected future tax consequences attributable to differences between the financial statementsstatement carrying amounts of existing assets and liabilities and their respective tax bases. Deferredbasis.assets and liabilities are measured using enacted tax rates expectedasset will not be realized. Due to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect onCompany's lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2023 and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of2022. Uncertain tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must bereturn are accounted for using the more likely than not threshold for financial statement recognition and measurement.sustained upon examination bycredited to dealers.Warranty liability Accrued warranty at December 31, 2021 $ — Warranties issued in period - product warranty 8,079 Warranty costs incurred (291) Accrued warranty at December 31, 2022 7,788 Warranties issued in period - product warranty 11,888 Warranties issued in period - recall campaign 65,778 Net changes in liability for pre-existing warranties (2,622) Warranty costs incurred (3,886) Accrued warranty at December 31, 2023 $ 78,946 Purchase consideration $ 67,535 27,923 Settlement of pre-existing relationships in the form of accounts payable (18,216) 1,345 Total purchase consideration $ 78,587 As of December 31, 2023 2022 Raw materials $ 32,889 $ 52,442 Work-in-process 15,486 9,646 Finished goods 8,206 47,677 Service parts 6,007 2,105 Total inventory $ 62,588 $ 111,870 As of December 31, 2023 2022 Prepaid expenses $ 6,152 $ 5,333 Non-trade receivables 5,570 6,064 Inventory deposits 4,843 415 Holdback receivable 3,655 — Prepaid insurance premiums 2,148 3,611 Deposits 1,643 3,917 Prepaid software 1,421 1,015 Deferred implementation costs 479 2,101 Headquarters sale agreement receivable — 5,487 Total prepaid expenses and other current assets $ 25,911 $ 27,943 unrecognizedlonger contingent. As of December 31, 2023 and 2022, the Company recognized $2.0 million and $1.2 million in prepaid expenses and other current assets, respectively, on the consolidated balance sheets. The Company must continue to maintain compliance of the QFTC within the meaning of A.R.S. § 41-1512(X)(5) and, in respect to at least 51% of the then Qualified Eligible Person ("QEP"), to continue to pay at least the applicable threshold wage, to qualify for the tax benefitscredits related to the Phoenix, Arizona facility for a maximum of $6.1 million, in five equal installments of $1.2 million and the tax credits related to the Coolidge, Arizona facility for a maximum of $3.7 million, in five equal installments of $0.7 million.As of December 31, 2023 2022 Buildings $ 239,918 $ 127,797 Construction-in-progress 135,994 209,187 Equipment 67,657 35,257 Tooling 39,389 17,693 Finance lease assets 37,504 2,193 Software 8,649 8,568 Land 7,957 24,762 Other 4,926 3,501 Leasehold improvements 3,100 2,953 Furniture and fixtures 1,483 1,492 Demo vehicles 788 15,215 Property, plant and equipment, gross 547,365 448,618 Less: accumulated depreciation and amortization (43,949) (30,833) Total property, plant and equipment, net $ 503,416 $ 417,785 2018.2023 relates primarily to the development of hydrogen infrastructure.recognizesreceived net proceeds of $20.7 million during the third quarter of 2023 pursuant to the terms of the FFI Purchase Agreement. The Company's proceeds are net of a $3.7 million holdback, which the Company recorded in prepaid expenses and other current assets, on the consolidated balance sheets.As of December 31, 2023 2022 Settlement liabilities $ 91,330 $ 90,000 Warranty liability, current 65,703 1,484 Accrued purchase of intangible asset 13,796 32,126 Derivative liability 8,871 — Inventory received not yet invoiced 8,642 18,167 Other accrued expenses 5,137 2,152 Accrued outsourced engineering services 4,207 8,056 Accrued payroll and payroll related expenses 3,254 8,298 Accrued purchases of property, plant and equipment 2,458 3,587 Operating lease liabilities, current 1,867 1,979 Accrued legal expenses 1,708 2,041 Accrued Equity Distribution Agreement Fees 49 1,681 Supply agreement revision commitment — 10,000 Total accrued expenses and other current liabilities $ 207,022 $ 179,571 Consolidated Statements of Operations Caption Year Ended December 31, 2023 2022 2021 Operating lease cost: Lease cost Selling, general and administrative $ 2,622 $ 1,182 $ 130 Selling, general and administrative 219 212 26 Total operating lease cost 2,841 1,394 156 Short-term lease cost Research and development, Selling, general and administrative and Cost of revenues 3,617 1,744 1,155 Finance lease cost: Amortization of right of use assets Research and development, Selling, general and administrative and Cost of revenues 979 342 2,758 Interest on lease liabilities Interest expense, net 753 44 789 Selling, general and administrative and Cost of revenues 44 55 738 Total finance lease cost 1,776 441 4,285 Total lease cost $ 8,234 $ 3,579 $ 5,596 Classification As of December 31, 2023 2022 Assets Finance lease assets, net Property, plant and equipment, net $ 36,106 $ 1,774 Operating lease assets Other assets 6,358 7,936 Total lease assets $ 42,464 $ 9,710 Liabilities Current: Finance lease liabilities Debt and finance lease liabilities, current $ 6,312 $ 367 Operating lease liabilities Accrued expenses and other current liabilities 1,867 1,979 Non-current: Finance lease liabilities Long-term debt and finance lease liabilities, net of current portion 26,395 818 Operating lease liabilities Operating lease liabilities 4,765 6,091 Total lease liabilities $ 39,339 $ 9,255 As of December 31, 2023 2022 Weighted average remaining lease term (years) Finance leases 3.97 4.23 Operating leases 5.66 5.98 Weighted average discount rate Finance leases 9.58 % 4.94 % Operating leases 6.29 % 5.92 % As of December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flow for finance leases $ 753 $ 44 Operating cash flow for operating leases 2,502 1,102 Leased assets obtained in exchange for lease liabilities Finance leases $ 32,820 $ 1,547 Operating leases 706 6,176 Years Ended December 31, Finance leases Operating leases Total 2024 $ 9,182 $ 2,186 $ 11,368 2025 7,927 1,364 9,291 2026 15,370 1,287 16,657 2027 4,514 520 5,034 2028 3,051 466 3,517 Thereafter 149 2,197 2,346 Total lease payments $ 40,193 $ 8,020 $ 48,213 Less: imputed interest 7,486 1,388 8,874 Total lease liabilities $ 32,707 $ 6,632 $ 39,339 Less: current portion 6,312 1,867 8,179 Long-term lease liabilities $ 26,395 $ 4,765 $ 31,160 As of December 31, 2023 Gross Carrying
AmountAccumulated
AmortizationNet Carrying
AmountLicenses: S-WAY Product and Platform license $ 50,000 $ 12,500 $ 37,500 FCPM license 47,181 — 47,181 Other intangibles 1,650 471 1,179 Total intangible assets $ 98,831 $ 12,971 $ 85,860 As of December 31, 2022 Gross Carrying
AmountAccumulated
AmortizationNet Carrying
AmountLicenses: S-WAY Product and Platform license $ 50,000 $ 5,357 $ 44,643 FCPM license 47,181 — 47,181 Other intangibles 800 151 649 Total intangible assets $ 97,981 $ 5,508 $ 92,473 Years Ended December 31, Amortization 2024 $ 12,455 2025 14,140 2026 13,990 2027 13,940 2028 13,940 Thereafter 17,395 Total $ 85,860 As of December 31, Ownership as of December 31, 2023 2023 2022 Nikola Iveco Europe GmbH — % $ — $ 4,142 Wabash Valley Resources LLC 20 % 57,062 57,674 Nikola - TA HRS 1, LLC — % — 1,000 $ 57,062 $ 62,816 Years Ended December 31, 2023 2022 2021 Equity in net loss of affiliates: Nikola Iveco Europe GmbH $ (15,556) $ (20,394) $ (3,900) Wabash Valley Resources LLC (862) (271) 320 Total equity in net loss of affiliates $ (16,418) $ (20,665) $ (3,580) Year Ended December 31, 2023 Cash consideration received $ 35,000 Contingent stock consideration receivable 25,956 Derecognition of investment in affiliate 11,428 Derecognition of cumulative currency translation losses (1,535) Gain on divestiture of affiliate $ 70,849 Stock consideration receivable Fair value at June 29, 2023 $ 25,956 Change in fair value 43,981 Receipt of shares for stock consideration (69,937) Fair value at December 31, 2023 $ — As of December 31, 2023 2022 Current: Finance lease liabilities $ 6,312 $ 367 Insurance premium financing 1,852 1,999 Promissory notes 699 9,309 Financing obligations 87 — Senior Convertible Notes — 50,000 Debt and finance lease liabilities, current $ 8,950 $ 61,675 Non-current: Toggle Convertible Notes $ 124,061 $ 199,786 Financing obligations 101,470 50,359 Finance lease liabilities 26,395 818 8.25% Convertible Notes 15,047 — Promissory notes 2,306 39,165 Long-term debt and finance lease liabilities, net of current portion $ 269,279 $ 290,128 As of December 31, 2023 Carrying Value Fair Value June 2022 Toggle Convertible Notes $ 115,097 $ 100,516 8.25% Convertible Notes 15,047 25,579 June 2023 Toggle Convertible Notes 8,964 10,108 Promissory notes 3,005 2,955 Insurance premium financings 1,852 1,854 penaltieswas payable on or before January 31, 2019. The term note was secured by restricted cash.June 2022 Toggle Convertible Notes April 2023 Toggle Convertible Notes June 2023 Toggle Convertible Notes PIK interest rate (per annum) 11.00% 11.00% 8.00% Cash interest rate (per annum) 8.00% 8.00% 8.00% Semi-annual interest payable dates May 31 and November 30 of each year May 31 and November 30 of each year June 30 and December 31 of each year First interest payment date November 30, 2022 May 31, 2023 December 31, 2023 unrecognized tax benefitsPIK Interest issuances in respect of interest that came due on the June 2023 Toggle Convertible Notes and (ii) the denominator of which is the initial principal amount of the June 2023 Toggle Convertible Notes.income tax expense. Nodescribed in the immediately succeeding paragraph, the Company may not redeem the Toggle Convertible Notes prior to June 1, 2025. The Company may redeem the Toggle Convertible Notes in whole or in part, at its option, on or after such date and prior to the 26th scheduled trading day immediately preceding the maturity date, for a cash purchase price equal to the aggregate principal amount of any Toggle Convertible Notes to be redeemed plus accrued and unpaid interest.June 2022 Toggle Convertible Notes June 2023 Toggle Convertible Notes Principal amount $ 123,478 $ 11,460 Accrued PIK interest 1,170 — Unamortized discount (2,306) (2,496) Unamortized issuance costs (7,245) — Net carrying amount $ 115,097 $ 8,964 June 2022 Toggle Convertible Notes Principal amount $ 210,939 Accrued PIK interest 1,998 Unamortized discount (6,443) Unamortized issuance costs (6,708) Net carrying amount $ 199,786 Years Ended December 31, 2023 2022 Contractual interest expense $ 15,744 $ 12,937 Amortization of debt discount and issuance costs 3,333 2,156 Total interest expense $ 19,077 $ 15,093 Year Ended December 31, 2023 Contractual interest expense $ 3,562 Amortization of debt discount and issuance costs 42,242 Total interest expense $ 45,804 Year Ended December 31, 2023 Contractual interest expense $ 460 Amortization of debt discount and issuance costs 454 Total interest expense $ 914 Reference Price Floor Price Series A Notes $ 5.975 $ 0.478 Series B-1 Notes $ 4.050 $ 0.478 Series B-2 Notes $ 2.140 $ 0.478 Series B-3 Notes $ 1.952 $ 0.478 Series A Notes Series B-1 Notes Series B-2 Notes Series B-3 Notes Shares of common stock issued for conversions 21,785,618 21,127,720 21,758,268 22,639,159 Principal balance converted $ 50,000 $ 25,000 $ 15,000 $ 12,075 Make-whole interest converted $ 2,500 $ 1,250 $ 750 $ 604 Average conversion price $ 2.41 $ 1.24 $ 0.72 $ 0.56 Reference Price Floor Price Series A-1 Notes $ 2.940 $ 0.380 Series A-2 Notes $ 2.940 $ 0.380 Series A-1 Notes Series A-2 Notes Shares of common stock issued for conversions 128,380,608 35,952,992 Principal balance converted $ 125,000 $ 40,000 Make-whole interest converted $ 6,250 $ 2,000 Average conversion price $ 1.02 $ 1.17 penaltiesCoupon Make-Whole Premium, if any, on, all of the 8.25% Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other event of default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of 8.25% Convertible Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest and Coupon Make-Whole Premium, if any, on, all of the 8.25% Convertible Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive during the continuance of such event of default special interest on the 8.25% Convertible Notes for up to 180 days at a specified rate per annum of 0.25% for the periodfirst 90 days and 0.50% from January 23, 2018 (inception)the 91st day until the 180th day, in each case, on the principal amount of the 8.25% Convertible Notes.2018.2023, the Company accrued $0.3 million for debt issuance costs.is currently not awareextinguished 8.25% Convertible Notes with a carrying amount of any issues under review that could result$107.1 million for conversions, resulting in significant payments, accruals or material deviationa loss on debt extinguishment of $10.7 million on the consolidated statements of operations for the year ended December 31, 2023.Principal amount $ 21,558 Unamortized discount (5,821) Unamortized issuance costs (690) Net carrying amount $ 15,047 its position.the proceeds received related to portions of the headquarters undergoing construction. The Company received the remaining proceeds throughout the completion of construction pursuant to the terms of the Sale Agreement. Concurrent with the sale, the Company entered into a lease agreement (the "Lease Agreement"), whereby the Company leased back the land and property related to the headquarters for an initial term of 20 years with four extension options for 7 years each. As of the Sale Date, the Company considered one extension option reasonably certain of being exercised.Years Ended December 31, Total 2024 $ 8,070 2025 8,946 2026 165,600 2027 8,950 2028 8,441 Thereafter 574,450 Total $ 774,457 income tax examinations by major taxing authorities since inception.Companyletter of credit will expire upon the expiration of the Lease Agreement, but may be subject to potential examination by federal, state and city taxing authoritiesreduction or early termination upon the satisfaction of certain conditions as described in the areasLease Agreement.income taxes. These potential examinations may include questioning2021, the timing andCompany executed an irrevocable standby letter of credit for $25.0 million through December 31, 2024 in connection with the execution of a product supply agreement with a vendor. The supply agreement was subsequently amended, reducing the amount of deductions, the nexusletter of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amountcredit to $15.0 million. As of unrecognized tax benefits will materially change over the next twelve months.On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies to recognize the effect of tax law changes in the period of enactment. At December 31, 2018, we2023, now completed our accounting for all of the enactment-date income tax effects of the Act.Recent Accounting PronouncementsThe Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effectbeen drawn on the Company’s financial statements.Note 3—Initial Public OfferingPursuant to the initial public offering,letters of credit.sold 23,000,000 Units (including 3,000,000 Units subject to the underwriters’ over-allotment option) athad authorized a pricetotal of $10.00 per Unit. Each Unit consists1,750,000,000 shares for issuance consisting of one share of1,600,000,000 shares designated as common stock (suchand 150,000,000 shares designated as preferred stock.common stock included inDecember 31, 2023 and 2022, the Units sold inCompany had 841,183 and 1,137,850 private warrants outstanding, respectively. The Company assumed the initial public offering,private warrants previously issued by VectoIQ and Romeo through the “Public Shares”),Business Combination and one redeemableRomeo Acquisition, respectively, and each private warrant (each such warrant included in the Units sold in the initial public offering, a “Public Warrant”). Each Public Warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 or $96.96 per share, respectively, subject to adjustment, at any time commencing on the later of 12 months from the closing of the initial public offering or 30 days after the completion of the initial Business Combination. The Public Warrants will expire on the fifth anniversary of the Company’s completion of an initial Business Combination, or earlier upon redemption or liquidation. As of December 31, 2018, the Company has 23,890,000 warrants outstanding.The Company is accounting for its warrants and the forward purchase agreement (as defined below) under ASC 815 and is including them in Shareholders’ Equity.No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the issuance of the shares issuable upon exercise of the Public Warrants is not effective within 90 days from the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement or a current prospectus, exercise Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis.The Private Warrants (as defined below) are identical to the Public Warrants underlying the Units sold in the initial public offering, except that the Private Warrants and the common stock issuable upon exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees and Private Warrants held by Cowen Investments LLC will not be exercisable more than five years after the effective date of the registration statement related to the initial public offering in accordance with FINRA Rule 5110(f)(2)(G)(i). If the Private Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.The Company may call the Public Warrants for redemption:· in whole and not in part;· at a price of $0.01 per warrant;· upon a minimum of 30 days’ prior written notice of redemption; and· if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.stockshares issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a sharestock dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for the issuance of common stock at a price below itstheir exercise price. Additionally, in no event willbe required to net cash settlerecorded a $0.4 million gain, $3.9 million gain and $3.1 million gain, respectively, for revaluation of warrant liability on the warrant shares. Ifconsolidated statement of operations. As of December 31, 2023 and 2022, the Company is unablehad $0.01 million and $0.4 million, respectively, for warrant liability related to completethe private warrants outstanding, which are included in other long-term liabilities on the consolidated balance sheets.Business Combination withincommon stock purchase agreement (the "First Tumim Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement") with Tumim Stone Capital LLC ("Tumim"), pursuant to which Tumim committed to purchase up to $300.0 million in shares of the Combination PeriodCompany's common stock, subject to certain limitations and conditions set forth in the First Tumim Purchase Agreement. The Company shall not issue or sell any shares of common stock under the First Tumim Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock.liquidatesreceived net proceeds of $32.2 million after underwriter's discounts and offering costs.funds heldCompany received net proceeds of $95.6 million after underwriter's discounts and offering costs.Trust Account, holdersDirect Offering reduced to the extent of warrantsthe total number of shares issued pursuant to the Public Offering. The Direct Offering closed on April 11, 2023, and the Company sold 59,374,999 shares of common stock at the Public Offering price of $1.12 per share to the Investor for net proceeds of $63.2 million, after deducting placement agent fees and offering expenses.receive anyexceed 42,802,865, plus the number of such fundsshares subject to outstanding awards as of the closing of the Business Combination under the 2017 Plan that are subsequently forfeited or terminated. The aggregate number of shares available for issuance under the 2020 ESPP is 4,000,000.respect to their warrants, nor will they receive any distributionthe terms set forth in the grant letter. Time-based options generally vest ratably over a period of approximately 36 months. Changes in stock options are as follows:Options Weighted
Average
Exercise Price
Per shareWeighted
Average
Remaining
Contractual
Term
(Years)Aggregate
Intrinsic
ValueOutstanding at December 31, 2022 22,470,585 $ 1.31 5.33 $ 23,418 Granted — — Exercised 6,723,629 1.06 Cancelled 705,583 2.45 Outstanding at December 31, 2023 15,041,373 $ 1.37 3.64 $ — Vested and exercisable as of December 31, 2023 15,041,373 $ 1.37 3.64 $ — Company’s assets held outsidedate of grant. The RSUs to directors have a vesting cliff of one year after the grant date. Changes in RSUs are as follows:Number of RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2022 19,574,800 $ 10.0 Granted 26,365,516 1.3 Released 13,247,573 9.9 Cancelled 7,151,622 5.1 Balance at December 31, 2023 25,541,121 $ 2.1 Trust Account with respectRomeo Acquisition was converted into the right to receive 0.1186 of a share of Nikola Common Stock, rounded down to the nearest whole number of shares of Nikola Common Stock. Each Romeo RSU and Romeo performance-related stock unit that was outstanding and not settled immediately prior to the effective time was settled for shares of Nikola Common Stock, determined by multiplying the number of shares of Romeo Common Stock that were subject to such warrants. Accordingly,Romeo RSU or Romeo PSU, as in effect immediately prior to the warrants may expire worthless.Note 4—Related Party TransactionsFounder SharesOn February 15, 2018,effective time, by 0.1186, rounded down to the Founders purchased an aggregatenearest whole number of 5,750,000 shares (the “Founder Shares”)of Nikola Common Stock.par value $0.0001, for an aggregate purchase price of $25,000, or approximately $0.004$25 per share to $55 per share. The Sponsor and Cowen Investments purchased 4,301,000 and 1,449,000total grant date fair value of the Founder Shares, respectively. In March 2018,market based RSUs was determined to be $3.2 million and is recognized over the Sponsor transferred 15,000 Founder Sharesrequisite service period.each of its initial director nominees. In April 2018, the sponsor forfeited 435,606 Founder Shares$40 and $55 stock price milestones were cancelled and the Anchor Investor purchased 435,606 Founder SharesCompany expensed $55.8 million related to the cancelled awards representing the remaining unamortized expense as of the cancellation date.an aggregate purchasethe market based RSUs subject to the $25 stock price milestone was extended from June 3, 2023 to June 3, 2024. The incremental compensation cost from this modification was $4.3 million, determined by comparing the estimated fair value of $1,894, or approximately $0.004 per share. In May 2018, Cowen Investments forfeited 287,500 Founder Shares, which were subsequently purchased by the Sponsormodified awards to the estimated fair value of the original awards immediately before the modification of the performance period. The remaining compensation cost related to the original award and the Anchor Investor. Additionally, in May 2018,incremental compensation cost are recognized over the Sponsor purchased 254,829 Founder Shares for an aggregate purchase price of $1,108, or approximately $0.004 per share, andaward's remaining requisite service period. The vested shares related to the Anchor Investor purchased 32,671 Founder Shares for an aggregate purchase price of $142, or approximately $0.004 per share.The initial stockholders have agreed, subjectmodified awards are transferred to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year afteraward holders upon the completion of the initial Business Combinationrequisite service period ending June 3, 2024, and (B) subsequentupon achievement certification by the Company's board of directors. If the $25 target price is not achieved by the end of requisite service period, the market based RSUs are forfeited. During the second quarter of 2023, the market based RSUs subject to the initial Business Combination, (x) if$25 stock price milestones were cancelled and the last sale priceCompany expensed $6.8 million related to the cancelled awards representing the remaining unamortized expense as of the cancellation date.equalsupon vesting. The number of shares earned could range between 0% and 200% of the target award depending upon the Company's performance at the conclusion of the three-year performance period, ending December 31, 2025. The performance condition of the awards is based on total shareholder return ("TSR") of the Company's common stock relative to a broad group of green energy companies. The TSR performance condition is deemed a market condition. The grant date fair value of the TSR awards was determined to be $12.5 million and is recognized over the vesting period.exceeds $12.00 per share (as adjustedas of the modification date, as applicable, were estimated using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The grant date fair value of the awards does not change throughout the vesting period. The following represents the range of assumptions used to determine the grant date or modification date fair value for stock splits, stock dividends, reorganizations, recapitalizationsthese awards:For the years ended December 31, 2023 2022 Term (years) 2.20 - 2.70 0.80 - 1.80 Stock price $0.82 - $3.40 $5.32 - $9.66 Risk-free interest rate 3.93% - 5.03% 1.66% - 3.50% Expected volatility 99% - 127% 100% Number of Market Based RSUs Weighted-Average Grant Date Fair Value Balance at December 31, 2022 2,071,058 $ 24.5 Granted 5,000,000 2.5 Released — — Cancelled 4,071,058 13.1 Balance at December 31, 2023 3,000,000 $ 3.3 the like) for any 20 trading days within any 30-trading day2021, respectively:Years Ended December 31, 2023 2022 2021 Selling, general, and administrative $ 51,003 $ 214,717 $ 169,561 Research and development 22,213 34,949 36,150 Cost of revenues 2,175 2,779 — Total stock-based compensation expense $ 75,391 $ 252,445 $ 205,711 commencing at least 150 days after the initial Business Combination, or (y) the daterelated to outstanding share-based awards were as follows:Unrecognized compensation expense Remaining weighted-average recognition period (years) Market Based RSUs $ 8,151 1.71 RSUs 31,174 2.00 Total unrecognized compensation expense at December 31, 2023 $ 39,325 whichJune 30, 2023, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results intransferred ownership of all of the Company’s stockholders having theRomeo's right, to exchange their shares of common stock for cash, securities or other property.Private Placement UnitsSimultaneously with the initial public offering, the Founderstitle and Anchor Investor purchased an aggregate of 890,000 Private Placement Units (including 90,000 Private Placement Unitsinterest in connection with the exercise of the over-allotment option) at a price of $10.00 per Private Placement Unit ($8,900,000 in the aggregate) in a private placement. Each Private Placement Unit consists of one share of common stock (such shares of common stock included in the Private Placement Units, the “Private Shares”) and one redeemable warrant (each, a “Private Warrant”). Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6). Proceeds from the Private Placement Units were added to the proceeds from the initial public offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in trust will be part of the liquidating distribution to the public stockholders, and the Private Warrants will expire worthless. The Private Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Founders or their permitted transferees.The Founders and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units or the securities underlying the Private Placement Units until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.A fund affiliated with P. Schoenfeld Asset Management LP, which is referred to as the “forward purchase investor,” is a member of the Sponsor and has entered into a contingent forward purchase agreement with the Company (the “forward purchase agreement”) which provides for the purchase by the forward purchase investor of 2,500,000 forward purchase shares, plus one of the Company’s redeemable warrants for each forward purchase share, for total gross proceeds of up to $25,000,000. These shares and warrants will be purchased in a private placement to close simultaneously with the consummation of the Company’s initial business combination. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.While the Company may elect to have the forward purchase investor purchase no securities under the contingent forward purchase agreement, if the Company requests that the forward purchase investor purchase securities and the forward purchase investor defaults on such purchase or the forward purchase investor exercises its right of refusal contained in the forward purchase agreement, the forward purchase investor will forfeit up to all of its ownership interest intangible and intangible assets, subject to certain agreed upon exclusions, to the Sponsor related to Founder Shares, and the Sponsor will have the right to redeem the forward purchase investor’s remaining ownership interest in the Sponsor at the original purchase price.Related Party LoansOn March 1, 2018, the Sponsor agreed to loan theAssignee. The Company an aggregate of up to $100,000 to cover expensesreceived no cash consideration related to the initial public offering pursuant to a promissory note. Also, on March 1, 2018, Cowen Investments, LLC agreed to loan the Company an aggregate of up to $100,000 to cover expenses related to the initial public offering pursuant to a second promissory note on the same terms as the loan provided by the Sponsor. These loans are non-interest bearing and were repaid with the proceeds from the initial public offering. At December 31, 2018, there is no related party loan outstanding.In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into additional units of the post Business Combination entity at a price of $10.00 per unit. The securities would be identical to the Private Placement Units. To date, the Company had no borrowings under the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.Administrative Support Agreemententered into an agreement, commencing on the effective date of the initial public offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space and general administrative services. At December 31, 2018, the Company accrued $75,000 for office space and general administrative services.The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf.Note 5—Commitments & ContingenciesRegistration RightsPursuant to a registration rights agreement entered into on May 15, 2018, the Founders, anchor investor, and the Company’s executive officers, directors and director nominees and their permitted transferees will be entitled to demand that the Company register for resale the Founder Shares, the Private Placement Units and underlying securities and any securities issued upon conversion of Working Capital Loans. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, Cowen Investments may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the initial public offering and may not exercise its demand rights on more than one occasion.Business Combination Marketing AgreementThe Company engaged the underwriters as advisors in connection with its Business Combination pursuant to a business combination marketing agreement. Pursuant to that agreement, the Company will pay such advisors a cash fee for such services upon the consummation of an initial Business Combination in an amount equal to 3.5% of the gross proceeds of the initial public offering, including any proceeds from the full or partial exercise of the over-allotment option.Note 6—Stockholders’ EquityCommon Stock—The Company is currently authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2018, there were 29,640,000 shares of common stock issued and outstanding including 22,831,030 shares subject to redemption.Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2018, there were no shares of preferred stock issued or outstanding.Note 7 — Investment ValuationFASB ASC 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Company’s investments and requires additional disclosure about fair value. Fair value is an estimate of the price the Company would receive to sell an asset or pay to transfer a liability in an orderly arm’s length transaction between market participants at the measurement date and sets out a fair value hierarchy. The valuation hierarchy is based upon the transparency of inputs used to measure fair value. In accordance with U.S. GAAP, investments measured and reported at fair value are classified and disclosed in one of the following categories:Level 1: Quoted prices (unadjusted) are available in active markets for identical investmentsdeconsolidated Romeo as of the reportingAssignment as the Company no longer held a controlling financial interest in Romeo as of that date. The typesCompany did not have any amounts included in accumulated other comprehensive loss associated with Romeo at the time of financial instruments in Level 1 include listed equitiesdeconsolidation. The Assignment of Romeo represents a strategic shift and listed derivatives. The Company’s investments inits results are reported as discontinued operations for the Trust Account are 90-day U.S. government treasury billsyears ended December 31, 2023 and therefore are level 1 investments, since2022. Following the Assignment, the Company retained no interest in Romeo, and Romeo is ablenot deemed a related party.value the investments based on quoted prices in an active market.Level 2: Pricing inputs are other than quoted prices in active markets for identical investments, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.Consolidated Financial instruments in this category generally include corporate bonds and loans, less liquid and restricted equity securities, certain over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.Level 3: Pricing inputs include those that are generally less observable or unobservable and include situations where there is little, if any, market activity for the investment. Financial instruments in this category generally include equity and debt positions in private companies. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local markets conditions, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.Upon the closing of the Public Offering and the private placement, a total of $202,000,000 was deposited into the Trust Account at May 18, 2018. Statements (Continued)exercisedeconsolidation, the Company recognized a loss from deconsolidation of the overallotment option, an additional $30,300,000 was deposited. All proceedssubsidiaries of $24.9 million which is recorded in loss from deconsolidation of discontinued operations in the Trust Account may be invested in either U.S. government treasury bills with a maturityconsolidated statements of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.At December 31, 2018, the proceeds of the Trust Account were invested in U.S. government treasury bills maturing in February 2019 yielding interest of approximately 2.0%. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying December 31, 2018 balance sheet and adjusted for the amortization or accretion of premiums or discounts.The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2018 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2018 consist of U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:
at December
31, 2018
Holding Loss
in Active Markets
(Level 1)Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levelsoperations for the year ended December 31, 2018.Note 8 — Income TaxesAs of deconsolidation Assets deconsolidated: Cash and cash equivalents $ 213 Accounts receivable, net — Inventory 7,271 Prepaid expenses and other current assets 3,351 Restricted cash and cash equivalents, non-current 1,500 Property, plant and equipment, net 17,555 Intangible assets, net 656 Investments in affiliates 10,000 Other assets 23,364 Total assets deconsolidated $ 63,910 Liabilities deconsolidated: Accounts payable $ 15,583 Accrued expenses and other current liabilities 57,612 Debt and finance lease liabilities, current 1,206 Long-term debt and finance lease liabilities, net of current portion 1,160 Operating lease liabilities 21,664 Warrant liability 8 Other non-current liabilities — Total liabilities deconsolidated 97,233 Net liabilities derecognized from deconsolidation (33,323) Less: intercompany balances derecognized 54,084 Less: cash payments directly related to deconsolidation 2,724 Less: derecognition of goodwill 1,450 Loss from deconsolidation of discontinued operation $ 24,935 As of December 31, 2022 Assets: Current assets Cash and cash equivalents $ 7,555 Accounts receivable, net 262 Inventory 11,327 Prepaid expenses and other current assets 9,881 Total current assets subject to assignment for the benefit of creditors 29,025 Non-current assets Restricted cash and cash equivalents, non-current 1,500 Property, plant and equipment, net 19,221 Intangible assets, net 621 Investments in affiliates 10,000 Prepayment - Long-term Supply Agreement 44,835 Other assets 23,948 Total non-current assets subject to assignment for the benefit of creditors 100,125 Total assets subject to assignment for the benefit of creditors $ 129,150 Liabilities: Current liabilities Accounts payable $ 24,672 Accrued expenses and other current liabilities 22,990 Debt and finance lease liabilities, current 1,440 Total current liabilities subject to assignment for the benefit of creditors 49,102 Long-term liabilities Long-term debt and finance lease liabilities, net of current portion 1,499 Operating lease liabilities 22,132 Warrant liability 40 Total long-term liabilities subject to assignment for the benefit of creditors 23,671 Total liabilities subject to assignment for the benefit of creditors $ 72,773 Company’s financialfollowing represents the major components of net loss from discontinued operations presented in the consolidated statements include totalof operations:Years Ended December 31, 2023 2022 Revenues $ 1,665 $ 1,100 Cost of revenues 12,926 19,888 Gross loss (11,261) (18,788) Operating expenses: Research and development 5,673 3,287 Selling, general and administrative 14,937 23,968 Loss on supplier deposits 44,835 — Total operating expenses 65,445 27,255 Loss from operations (76,706) (46,043) Other income (expense), net Interest expense, net (53) (28) Revaluation of warrant liability 33 (29) Loss from discontinued operations $ (76,726) $ (46,100) Years Ended December 31, 2023 2022 2021 Current tax provision Federal $ — $ — $ — State 2 3 1 Total current tax provision 2 3 1 Deferred tax provision Federal 1 — 1 State 9 3 2 Total deferred tax provision 10 3 3 Total income tax provision $ 12 $ 6 $ 4 Years Ended December 31, 2023 2022 2021 Tax at statutory federal rate $ (181,041) $ (155,064) $ (144,848) State tax, net of federal benefit (70,917) (28,612) (21,212) Stock-based compensation 23,822 47,382 22,825 Section 162(m) limitation 3,551 3,725 2,009 Divestiture of affiliate (11,776) — — Research and development credits, net of uncertain tax position (13,822) (16,503) (12,558) Warrant revaluation (109) (971) (641) SEC Settlement — — 26,250 Change in fair value of convertible debt instruments 60,204 — — Non-deductible interest expense 16,666 — — Other 12,572 5,345 (438) Change in valuation allowance 160,862 144,704 128,617 Total income tax provision $ 12 $ 6 $ 4 As of December 31, 2023 2022 Deferred tax assets: Federal and state income tax credits $ 66,692 $ 52,932 Net operating loss carryforward 397,340 317,393 Start-up costs capitalized 1,655 1,432 Stock-based compensation 4,659 13,599 Finance lease liabilities 32,202 15,017 Accrued purchase of intangible asset — 7,993 Inventory 21,999 2,758 Research expenditures 79,429 49,137 Warranty reserve 23,072 1,938 Other 2,429 — Total deferred tax assets 629,477 462,199 Valuation allowance (597,680) (435,923) Deferred tax assets, net of valuation allowance 31,797 26,276 Deferred tax liabilities: Intangible assets (2,775) (2,363) Finance lease assets (1,860) (1,975) Property, plant and equipment, net (27,184) (21,474) Other — (479) Total deferred tax liabilities (31,819) (26,291) Deferred tax liabilities, net $ (22) $ (15) beforeestimates of future income and tax planning strategies. As a result of historical cumulative losses, the Company determined that, based on all available evidence, there was substantial uncertainty as to whether it will recover recorded net deferred taxes in future periods. Accordingly, the Company recorded valuation allowances of $2,588,681$597.7 million, $435.9 million and $291.2 million at December 31, 2023, 2022 and 2021 respectively. The increase in the valuation allowance for the year ended December 31, 2018.2023 of $161.8 million as reflected below, is due to increases in the net operating losses and research and development credit carryforwards.Years Ended December 31, 2023 2022 Valuation Allowance as of the beginning of the period $ (435,923) $ (291,222) Current Year Change (161,757) (144,701) Valuation Allowance as of the end of the period $ (597,680) $ (435,923) Years Ended December 31, 2023 2022 2021 Gross amount of unrecognized tax benefits as of the beginning of the year $ 18,076 $ 11,661 $ 7,392 Additions based on tax positions related to the current year 4,677 5,550 4,269 Additions based on tax position from prior years 11 865 — Gross amount of unrecognized tax benefits as of the end of the year $ 22,764 $ 18,076 $ 11,661 provision consistsmatters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2023 or 2022, and has not recognized interest or penaltiesfollowing:
31, 2018Reconciliationsdigital economy. On December 20, 2021, the OECD released the Model GloBE Rules for Pillar Two defining a 15% global minimum tax rate for large multinational corporations. The OECD continues to release additional guidance and countries are implementing legislation with widespread adoption of the differences betweenModel GloBE Rules for Pillar Two expected by calendar year 2024. The Company is continuing to evaluate the provisionModel GloBE Rules for income taxesPillar Two and income taxes atrelated legislation, and their potential impact on future periods.statutory U.S. federal incomeUnited States, various states, Canada, and Germany. As of December 31, 2023, all tax rateyears remain open to examination, to the extent of the losses incurred.follows:components of deferred tax liabilitiesCompany expenses professional legal fees as incurred, which are included in selling, general and administrative expense on the consolidated financial statements. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of December 31, 2018 are as follows:
31, 2018files income tax returnspreviously reserved the full amount of the settlement in the U.S. federal jurisdictionquarter ended September 30, 2021, as disclosed in the Company’s quarterly report on Form 10-Q for such quarter, filed with the SEC on November 4, 2021. In July 2022, the Company and SEC agreed to an alternative payment plan with the first two payments of $5 million to be paid in July 2022 and December 2022. The July 2022 and December 2022 payments have been made by the Company. In February 2023, the Company and the SEC agreed to another alternative payment plan, with two payments of $1.5 million each to be paid in March 2023 and June 2023. The March 2023 and June 2023 payments have been made by the Company. In August 2023, the Company and the SEC agreed to make two additional payments of $1.5 million to be paid in September 2023 and December 2023, both of which have been made by the Company. The remainder of the payment plan is subject to determination. As of December 31, 2023, the Company has reflected the remaining liability of $84.0 million in accrued expenses and other current liabilities on the consolidated balance sheets.examinationa pending sale. Accordingly, the Colorado State Court stayed this action indefinitely. Based upon information presently known to management, the Company is not currently able to estimate the outcome of this proceeding or a possible range of loss, if any.Payments due by period as of December 31, 2023 Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years Unrecorded contractual obligations: Purchase obligations $ 751,526 $ 12,186 $ 218,314 $ 335,876 $ 185,150 Leases executed not yet commenced 29,323 3,668 11,693 11,090 2,872 Recorded contractual obligations: Accrued SEC settlement 84,000 84,000 — — — FCPM License 19,314 13,796 5,518 — — Other accrued obligations 5,000 3,000 2,000 — — $ 889,163 $ 116,650 $ 237,525 $ 346,966 $ 188,022 taxing authorities.financing company in the event of a dealer default, at the financing company's option. As of December 31, 2023, the maximum potential cash payments the Company could be required to make under the terms of the Inventory Repurchase Agreement was $14.5 million. The Company's financial exposure under the Inventory Repurchase Agreement is limited to the difference between the amount paid to the financing company and the amount received upon subsequent resale of the re-possessed truck. As of December 31, 2023, the Company had not repurchased any trucks under the terms of the Inventory Repurchase Agreement, nor received any requests for repurchase.considered New Yorkcontinues to investigate the thermal event and has determined that replacement of the battery pack in all BEV trucks is the safest, most cost effective remedy. All BEV trucks have been transported to the Company's manufacturing facility to be aretrofit with alternative battery packs.state tax jurisdiction. Our income tax returnscosts to defend or settle such claims beyond the amounts accrued. As of December 31, 2023, the Company accrued $65.8 million related to the recall campaign, of which $3.0 million has been incurred through December 31, 2023 for the BEV trucks that are openexpected to be returned to dealers and their retail customers once the recall work is complete.auditthe years ended December 31, 2023, 2022, and 2021.Years Ended December 31, 2023 2022 2021 Numerator: Net loss from continuing operations $ (864,621) $ (738,138) $ (690,438) Net loss from discontinued operations (101,661) (46,100) — Net loss, basic $ (966,282) $ (784,238) $ (690,438) Less: revaluation of warrant liability — — (3,051) Net loss, diluted $ (966,282) $ (784,238) $ (693,489) Denominator: Weighted average shares outstanding, basic 800,030,551 441,800,499 398,655,081 Dilutive effect of common stock issuable from assumed exercise of options — — 129,311 Weighted average shares outstanding, diluted 800,030,551 441,800,499 398,784,392 Basic net loss per share: Net loss from continuing operations $ (1.08) $ (1.67) $ (1.73) Net loss from discontinued operations $ (0.13) $ (0.11) $ — Net loss $ (1.21) $ (1.78) $ (1.73) Diluted net loss per share: Net loss $ (1.21) $ (1.78) $ (1.74) tax years 2018the period by the weighted-average number of common shares outstanding during the period.Years Ended December 31, 2023 2022 2021 Toggle Convertible Notes (on an as-converted basis) 21,539,624 24,123,014 — Senior Convertible Notes (on an as-converted basis) — 22,418,653 — 8.25% Convertible Notes (on an as-converted basis) 23,953,333 — — Outstanding warrants 841,183 1,137,850 — Stock options, including performance stock options 15,041,373 22,470,585 28,996,160 Restricted stock units, including Market Based RSUs 28,541,121 21,645,858 25,496,384 Total 89,916,634 91,795,960 54,492,544 forward.February 2024, noteholders of the 8.25% Convertible Notes converted $4.1 million aggregate principal amount for issuance of 4,499,999 shares of the Company's common stock and $0.9 million of Coupon Make-Whole Premium.Asthe end of our fiscal year ended December 31, 2018, an evaluation of the effectiveness of our “disclosuredisclosure controls and procedures”procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) was carried out by our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based upon that evaluation, the CEO and CFO have concluded that as of the end of that fiscal year, our disclosure controls and procedures are effective1934 (the "Exchange Act") designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities Exchange Commission (the “Commission”)the rules and forms of the Securities and (ii)Exchange Commission, and is accumulated and communicated to theour management, of the registrant, including the CEOour Chief Executive Officer (our principal executive officer) and CFO,Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.It should also be noted thatCEOparticipation of our Chief Executive Officer and CFO believe thatour Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures provide a reasonable assuranceunder the Exchange Act as of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, they are effective, they do not expect thatas of such date, our disclosure controls and procedures orwere not effective as of the end of the period covered by this Annual Report on Form 10-K due to the existence of the material weakness in our internal control over financial reporting described below.all errorsor detect misstatements and fraud. A control system, no matter how well conceivedprojections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or operated, can provide only reasonable, not absolute, assurance that the objectivesdegree of compliance with the control system are met.Management’s Annualpolicies or procedures may deteriorate.This Annual Report does not include a report of management’s assessment regardingor(as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act of 2002 and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly traded corporation, we will be required to comply withbased on the SEC’s rules implementing Sections 302 and 404criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Sarbanes-Oxley ActTreadway Commission (2013 framework). Based on the assessment, management has concluded that we did not maintain effective internal control over financial reporting as of 2002, whichDecember 31, 2023 due to the material weakness described below.require our management to certify financial and other informationnot be prevented or detected on a timely basis.quarterlyinternal control over financial reporting associated with ineffective ITGCs in the areas of user access and annual reportschange management over the information technology ("IT") systems that support our financial reporting processes. We also deemed certain automated and manual business process controls ineffective that are dependent on the affected ITGCs, because they could have been adversely impacted to the extent that they rely upon information or configurations from the affected IT systems. We believe that these control deficiencies were a result of: (i) insufficient training of personnel on the operation and importance of ITGCs; and (ii) inadequate risk-assessment processes resulting in failure to identify and assess risks in IT environments that could impact internal control over financial reporting. The material weakness did not result in any identified misstatements to the financial statements, and there were no changes to previously released financial results. However, the deficiencies in ITGCs created a more than remote possibility that a material misstatement to the consolidated financial statements would not be filed withprevented or detected on a timely basis.SECmaterial weaknesses and provideperformed additional analysis and procedures in preparing our consolidated financial statements. We have concluded that our consolidated financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented.annual managementindependent registered public accounting firm who audited and reported on our consolidated financial statements included in this report, has issued an adverse report on the effectiveness of our internal control overWeHowever, this material weakness will not be requiredconsidered remediated until the applicable controls operate for a sufficient period of time and management has concluded through testing that the controls are operating effectively. Our implementation of the measures described above occurred through the end of 2023 and as a result there was not a sufficient period of time for the controls to makebe operating or tested to conclude a full assessment of their effectiveness. We anticipate that the applicable remediation will be completed during fiscal year 2024. We are committed to continuing to improve our first assessment ofinternal control processes, and, as we continue to evaluate and work to improve our internal control over financial reporting, untilwe may take additional measures to address control deficiencies, or we may modify or enhance certain of the year following our first annual report required to be filed with the SEC. However, we will evaluate our internal controls onremediation measures described above.quarterly basis prior to making the first assessment of ourmaterial weakness in internal control over financial reporting.Further,reporting in connection with the review of our independent registered public accounting firm is not yet required to formally attestunaudited consolidated financial statements for the three months ended September 30, 2023. The material weakness identified was a result of certain control deficiencies related to the effectivenessprecision of our review for the valuation and remeasurement of the embedded derivative liability of our Toggle Convertible Notes as of June 30, 2023 and September 30, 2023. In response to this material weakness, we enhanced the control execution to ensure our review of the completeness of features included in valuations.will not be requiredRule 15d-15(d) of the Exchange Act, that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to do somaterially affect, our internal control over financial reporting.as long as we are an “emerging growth company”the purchase or sale of securities of the Company pursuant to the provisionsRule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Regulation S-K Item 408(c)).None.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE and Executive OfficersOur current directors, executive officers and director nominees are listed below.NameAgePositionStephen Girsky56President, Chief Executive Officer and DirectorMary Chan56Chief Operating OfficerSteve Shindler56Chief Financial OfficerMindy Luxenberg-Grant51TreasurerRobert Gendelman60DirectorSarah W. Hallac54DirectorRichard J. Lynch70DirectorVictoria McInnis57DirectorStephen Girsky has served as our President, Chief Executive Officer and Director since January 2018. Mr. Girsky is a Managing Partner of VectoIQ, LLC, an independent advisory firm based in New York. Mr. Girsky has more than 30 years of experience working with corporate board executives, labor leaders, OEM leaders, suppliers, dealers and national policy makers. Mr. Girsky served in a number of capacities at General Motors from November 2009 until July 2014, including Vice Chairman, having responsibility for global corporate strategy, new business development, global product planning and program management, global connected consumer/OnStar, and GM Ventures LLC, Global Research & Development and Global Purchasing and Supply Chain. Mr. Girsky served as Chairman of the Adam Opel AG Supervisory Board from November 2011 to January 2014 and was President of GM Europe from July 2012 to March 2013. He also served on General Motors’ Board of Directors following its emergence from bankruptcy in June 2009 until June 2016. Mr. Girsky has also served as president of Centerbridge Industrial Partners, an affiliate of Centerbridge Partners, LP and a multibillion dollar investment fund, from 2006 to 2009. Prior to Centerbridge, Mr. Girsky served as Special Advisor to the Chief Executive Officer and Chief Financial Officer of General Motors from 2005 to 2006, and prior to that Mr. Girsky served as managing director at Morgan Stanley and as senior analyst of the Morgan Stanley Global Automotive and Auto Parts Research Team. Mr. Girsky currently serves on the Boards of Directors of United States Steel Corporation and Brookfield Business Partners Limited, the general partner of Brookfield Business Partners, L.P. (NYSE: BBU; TSX BBU.UN), as well as three private companies, drive.ai, Valens Semiconductor and Millstein & Co. We believe Mr. Girsky is well qualified to serve on our Board of Directors based on his extensive leadership and business experience, together with his strong background in finance and public company governance.Mary Chan has served as our Chief Operating Officer since January 2018. Ms. Chan is a Managing Partner of VectoIQ, LLC. Ms. Chan served as President, Global Connected Consumer of General Motors from May 2012 to May 2015. In that role, she was responsible for building the next generation of connected vehicle product and services. Prior to General Motors, she worked at Dell Inc., where she was Senior Vice President and General Manager of Enterprise Mobility Solutions & Services from 2009 to 2012. At Dell, Ms. Chan was responsible for developing Consumer PC/Gaming products and Enterprise Mobility Application services. Prior to Dell, with over 20 years of wireless infrastructure experience she was the EVP/President Global Wireless Network Group at Alcatel-Lucent and SVP of Wireless R&D at Lucent Technologies Inc. Ms. Chan currently serves on the Boards of Directors of Magna International Inc. (NYSE: MGA), Dialog Semiconductor PLC (ETR: DLG), SBA Communications Corporation (Nasdaq: SBAC) and Microelectronics Technology Inc. (TPE: 2314).Steve Shindler has served as our Chief Financial Officer since January 2018. Mr. Shindler is a Director of NII Holdings, Inc., a provider of differentiated mobile communications services for businesses and high value consumers in Latin America. Mr. Shindler served as Chief Executive Officer of NII from 2012 until August of 2017 as well as from 2000 to 2008. As Chief Executive Officer, Mr. Shindler successfully transformed NII from a start-up operation into a leading wireless provider with nearly 11.5 million subscribers. In his most recent role as Chief Executive Officer of NII, Mr. Shindler guided the company through a financial restructuring that included sales of its core businesses in Mexico, Peru, Argentina and Chile, as well as a voluntary petition seeking relief under Chapter 11 of the U.S. Bankruptcy Code in September 2014, where he continued in the Chief Executive Officer role following its emergence from bankruptcy in June 2015. Mr. Shindler joined Nextel Communications, Inc. in 1996 as Executive Vice President and Chief Financial Officer. Prior to joining Nextel, Mr. Shindler was Managing Director of Communications Finance at The Toronto Dominion Bank, one of the largest suppliers of capital to the wireless industry. Mr. Shindler is also a founding partner of RIME Communications Capital, a firm that has invested in early stage media, tech and telco companies.Mindy Luxenberg-Grant has served as our Treasurer since January 2018. Ms. Luxenberg-Grant is the Chief Financial Officer of VectoIQ LLC. Prior to joining VectoIQ LLC, Ms. Luxenberg-Grant was a Founder and has served as Chief Financial Officer of Headhaul Capital Partners LLC since April 2013. Ms. Luxenberg-Grant was also the Chief Financial Officer of Jefferies Capital Partners LLC and its predecessors from 1997 to 2009. She was a Manager with PricewaterhouseCoopers where she specialized in business assurances and tax services as part of its Entrepreneurial Advisory Services group and serviced exclusively venture capital and private investment fund clients. Ms. Luxenberg-Grant also spent two years as the Chief Financial Officer of Western NIS Enterprise Fund, a venture capital fund which invested in small and medium-sized companies based primarily in the Ukraine.Robert Gendelman has served as a director since the completion of the initial public offering. Mr. Gendelman has served as Senior Portfolio Manager and head of Equity Investments at Loews Corporation, a diversified holding company since January 2013. Prior to joining Loews Corporation, Mr. Gendelman was Chief Investment Officer for RG Advisors, and prior to that was Managing Director at Clearbridge Advisors, where he managed assets for Legg Mason Partners Capital & Income Fund. He also spent approximately 10 years as a portfolio manager at Neuberger Berman. We believe Mr. Gendelman is well qualified to serve on our Board of Directors based on his extensive experience in the financial services industry and evaluating investments.Sarah W. Hallac has served as a director since the completion of the initial public offering. Ms. Hallac has served as a consultant for a corporate philanthropic initiative by BlackRock, Inc., an investment management corporation. Ms. Hallac is a retired investment banker from Bear, Stearns and Company, where she spent her entire career in the Financial Analytics and Structured Transactions group. Ms. Hallac was involved in the early days of mortgage securitization including the first Agency Real Estate Mortgage Investment Conduit (REMIC) issued by the Federal National Mortgage Association (FNMA). Ms. Hallac has been published in several books, including The Handbook of Mortgage-Backed Securities. We believe Ms. Hallac is well qualified to serve on our Board of Directors based on her extensive experience in investment banking and evaluating investments.Richard J. Lynch has served as a director since the completion of the initial public offering. Mr. Lynch has served as President of FB Associates, LLC, a consulting firm that specializes in the telecommunications industry, since October 2011. Prior to that, Mr. Lynch held the positions of Executive Vice President and Chief Technology Officer with Verizon Communications and with Verizon Wireless and its predecessors. Mr. Lynch currently serves as Chairman of the Board of Ribbon Communications Inc. (Nasdaq: RBBN) and a director of Blackberry Limited (NYSE: BB). We believe Mr. Lynch is well qualified to serve on our Board of Directors based on his extensive leadership experience in the technology industry and serving on the Boards of public companies.Victoria McInnis has served as a director since the completion of the initial public offering. Ms. McInnis held various positions with General Motors Corporation prior to her retirement in August 2017, including Vice President, Tax and Audit March 2015 to August 2017, Chief Tax Officer from 2009 to March 2015 and, prior to that, Executive Director, Tax Counsel, General Tax Director, Europe, Director of Federal Tax Audits, and Senior Tax Counsel, GM Canada. We believe Ms. McInnis is well qualified to serve on our Board of Directors based on her extensive experience in the automotive industry and her financial expertise.Number, Terms of Office and Election of Executive Officers and DirectorsOur Board of Directors is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. Corporate Governanceterm of office of the first class of directors, consisting of Mr. Robert Gendelman and Mr. Richard Lynch will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Stephen Girsky, Ms. Victoria McInnis and Ms. Sarah Hallac, will expire at the second annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination (unlessinformation required by Nasdaq). Our executive officers are elected by the Boardthis Item of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our executive officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the Board of Directors.Committees of the Board of DirectorsOur Board of Directors has two standing committees, an audit committee and a compensation committee. Each of our audit committee and our compensation committee is composed solely of independent directors. Each committee operates under a charter that is approved by our board and has the composition and responsibilities described below.Audit CommitteeUpon the completion of the initial public offering, we established an audit committee of the Board of Directors. Mr. Robert Gendelman, Ms. Sarah Hallac and Ms. Victoria McInnis serve as members of our audit committee. Ms. McInnis serves as chairman of the audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must be independent. Mr. Gendelman, Ms. Hallac, and Ms. McInnis are independent.Each member of the audit committee is financially literate, and our Board of Directors has determined that Ms. McInnis qualifies as an “audit committee financial expert” as defined in applicable SEC rules.We adopted an audit committee charter, whichForm 10-K will detail the purpose and principal functions of the audit committee, including:· assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;· the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;· pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;· reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;· setting clear hiring policies for employees or former employees of the independent auditors;· setting clear policies for audit partner rotation in compliance with applicable laws and regulations;· obtaining and reviewing a report, at least annually, from the independent auditors describing the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;· meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;· reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and· reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.Compensation CommitteeUpon the completion of the initial public offering, we established a compensation committee of the Board of Directors. The members of our Compensation Committee are Mr. Richard Lynch and Ms. Sarah Hallac. Mr. Lynch serves as chairman of the compensation committee. We adopted a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including:· reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;· reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;· reviewing our executive compensation policies and plans;· implementing and administering our incentive compensation equity-based remuneration plans;· assisting management in complying with our proxy statement and annual report disclosure requirements;· approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;· producing a report on executive compensation to be included in our annual proxy statement; and· reviewing, evaluating and recommending changes, if appropriate, toProxy Statement (the "Proxy Statement") under the remuneration for directors.The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.Director NominationsWe do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by applicable law or stock exchange rules. In accordance with Rule 5605(e)(2) of the Nasdaq listing rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. In accordance with Rule 5605(e)(1)(A) of the Nasdaq listing rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.Prior to our initial business combination, the board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at an annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Boardheadings "Election of Directors, considers educational background, diversity" "Executive Compensation," "Corporate Governance — Code of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom,Business Conduct and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our Board of Directors.Beneficial Ownership Reporting ComplianceSection 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our common stockReports" to file reports of ownership and changes in ownershipbe filed with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2018 there were no delinquent filers.Code of EthicsWe have adopted a code of ethics that applies to our officers and directors. We have filed copies of our code of ethics, our audit committee charter and our compensation committee charter as exhibits to our registration statement in connection with our initial public offering. You may review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us.ITEM 11. EXECUTIVE COMPENSATIONExecutive Officer and Director CompensationCommencing on the date that our securities were first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we pay our sponsor a total of $10,000 per month, which funds are used to pay for office space and general and administrative services. This arrangement is being agreed to by our sponsor for our benefit and is not intended to provide such affiliate compensation in lieu of a salary. We believe that such fees are at least as favorable as we could have obtained from an unaffiliated third party for such services.Except as set forth above, no compensation will be paid to our sponsor, executive officers and directors, or any of their respective affiliates, prior to orSEC in connection with the consummationsolicitation of proxies for our initial business combination. Additionally, these individuals2024 Annual Meeting of Stockholders and is incorporated herein by reference. The Proxy Statement will be reimbursed for any out-of-pocket expenses incurred in connectionfiled with activities on our behalf such as identifying potential target businessesthe Securities and performing due diligence on suitable business combinations. Our independent directorsExchange Commission within 120 days after the end of the fiscal year to which this report relates.review on a quarterly basis all payments that were made to our sponsor, executive officers, directors or our or their affiliates.After the completion of our initial business combination, members of our management team who remain with us, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known,set forth in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikelyProxy Statement under the amountheadings “Election of such compensationDirectors — Compensation Committee Interlocks and Insider Participation,” “Election of Directors—Board Committees”, "Corporate Governance — Director Compensation" and “Executive Compensation” incorporated herein by reference.known at the time, as it will be up to the directors of the post combination business to determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommenced, to the Board of Directors for determination, either by a committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors.We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSThe following table setsset forth information regarding the beneficial ownership of our shares of common stock as of March 20, 2019 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock by:· each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock;· each of our executive officers, directors and director nominees that beneficially owns shares of common stock; and· all our executive officers and directors as a group.Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.* Less than one percent(1) Unless otherwise indicated, the business address of each of the individuals is 1354 Flagler Drive, Mamaroneck, New York 10543.(2) Based on 29,640,000 shares of common stock issued and outstanding.(3) Represents shares held by our sponsor. The shares held by our sponsor are beneficially owned by Stephen Girsky, President and Chief Executive Officer and the manager of our sponsor, who has sole voting and dispositive power over the shares held by our sponsor.(4) Based on an amendment to Schedule 13G filed on February 13, 2019, the registered holders of the referenced shares are funds and accounts under management by investment adviser subsidiaries of BlackRock, Inc. BlackRock, Inc. is the ultimate parent holding company of such investment adviser entities. On behalf of such investment adviser entities, the applicable portfolio managers, as a managing directors of such entities, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such investment adviser subsidiaries and such portfolio managers is 55 East 52nd Street, New York, NY 10055.(5) Based on a Schedule 13G filed on February 11, 2019 filed by Polar Asset Management Partners Inc., a company incorporatedProxy Statement under the lawsheadings “Security Ownership of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF")Certain Beneficial Owners and certain managed accounts (together with PMSMF, the “Polar Vehicles”), with respect to the shares of common stock directly heldManagement” and “Executive Compensation—Equity Compensation Plan Information” and is incorporated herein by the Polar Vehicles. The address of the business office of the reporting person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.(6) Based on a Schedule 13G filed on February 14, 2019 filed by Weiss Asset Management LP, WAM GP LLC and Andrew M. Weiss, Ph.D. The address of the reporting persons is business 222 Berkeley St., 16th floor, Boston, Massachusetts 02116.(7) Based on an amendment to Schedule 13G filed on January 25, 2019 filed by Basso SPAC Fund LLC (“Basso SPAC”), Basso Management, LLC (“Basso Management”, Basso Capital Management, L.P. (“BCM”), Basso GP, LLC (“Basso GP”) and Howard I. Fischer. The shares are directly beneficially owned by Basso SPAC. Basso Management is the manager of Basso SPAC. BCM serves as the investment manager of Basso SPAC. Basso GP is the general partner of BCM. Mr. Fischer is the sole portfolio manager for Basso SPAC, the Chief Executive Officer and a founding partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own the reported shares. The address of the principal business office of each of the reporting persons is 1266 East Main, Street, Fourth Floor, Stamford, Connecticut 06902.(8) Ms. Chan, Mr. Shindler and Ms. Luxenberg-Grant hold economic interests in our sponsor and pecuniary interests in the securities held by our sponsor. Each of Ms. Chan, Mr. Shindler and Ms. Luxenberg-Grant disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein.Subject to certain limited exceptions, our founders, executive officers, directors and director nominees have agreed not to transfer, assign or sell any of their founder shares or private units, or the securities underlying the private units, until one year after the date of the consummation of our initial business combination. Notwithstanding the foregoing, (1) if the last reported sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (2) if we consummate a liquidation, merger, stock exchange or other similar transaction after our initial business combination which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, then all of such shares will be released from the lock-up. Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.During the lock-up period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and members) participating in the private placement of the private units, (2) amongst our founders or to our officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales or transfers made in connection with the consummation of the Company’s initial business combination at prices no greater than the price at which the applicable securities were originally purchased or (9) to us for no value for cancellation in connection with the consummation of our initial business combination, in each case (except for clause 9) where the transferee agrees to the terms of the insider letter. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares, the private units or the securities underlying the private units.ITEMreference.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCENasdaq requires that a majority of our board must and Director Independencecomposed of “independent directors,” which is defined generally as a person other than an executive officer or employee of the Company or its subsidiaries or any other individual having a relationship, which,set forth in the opinion of our BoardProxy Statement under the headings “Corporate Governance — Certain Relationships and Transactions with Related Persons” and “Election of Directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effective date of the initial public offering, Mr. Gendelman, Ms. Hallac, Mr. Lynch— Director Independence” and Ms. McInnis are our independent directors. Our independent directors have regularly scheduled meetings at which only independent directors are present. Any affiliated transactionsis incorporated herein by reference.on terms no less favorable to us than could be obtained from independent parties. Any affiliated transactions must be approved by a majority of our independent and disinterested directors.On February 15, 2018, the Founders purchased an aggregate of 5,750,000 shares of the Company’s common stock, par value $0.0001, for an aggregate purchase price of $25,000, or approximately $0.004 per share. The Sponsor and Cowen Investments purchased 4,301,000 and 1,449,000 of the Founder Shares, respectively. In March 2018, the Sponsor transferred 15,000 Founder Shares to each of its initial director nominees. In April 2018, the sponsor forfeited 435,606 Founder Shares and the Anchor Investor purchased 435,606 Founder Shares for an aggregate purchase price of $1,894, or approximately $0.004 per share. In May 2018, Cowen Investments forfeited 287,500 Founder Shares, which were subsequently purchased by the Sponsor and the Anchor Investor. Additionally, in May 2018, the Sponsor purchased 254,829 Founder Shares for an aggregate purchase price of $1,108, or approximately $0.004 per share, and the Anchor Investor purchased 32,671 Founder Shares for an aggregate purchase price of $142, or approximately $0.004 per share.The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initialBusiness Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.Simultaneously with the initial public offering, the Founders and Anchor Investor purchased an aggregate of 890,000 Private Placement Units (including 90,000 Private Placement Units in connection with the exercise of the over-allotment option) at a price of $10.00 per Private Placement Unit ($8.9 millionset forth in the aggregate) in a private placement. Each Private Placement Unit consists of one share of common stock (such shares of common stock included in the Private Placement Units, the “Private Shares”) and one redeemable warrant (each, a “Private Warrant”). Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6). Proceeds from the Private Placement Units were added to the proceeds from the initial public offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in trust will be part of the liquidating distribution to the public stockholders, and the Private Warrants will expire worthless. The Private Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Founders or their permitted transferees.The Founders and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units or the securities underlying the Private Placement Units until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.A fund affiliated with P. Schoenfeld Asset Management LP, which is referred to as the “forward purchase investor,” is a member of the Sponsor and has entered into a contingent forward purchase agreement with the Company (the “forward purchase agreement”) which provides for the purchase by the forward purchase investor of 2,500,000 forward purchase shares, plus one of the Company’s redeemable warrants for each forward purchase share, for total gross proceeds of up to $25,000,000. These shares and warrants will be purchased in a private placement to close simultaneously with the consummation of the Company’s initial business combination. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.While the Company may elect to have the forward purchase investor purchase no securitiesProxy Statement under the contingent forward purchase agreement, if the Company requests that the forward purchase investor purchase securitiesheadings “Ratification of Appointment of Independent Registered Public Accounting Firm—Principal Accountant Fees and the forward purchase investor defaults on such purchase or the forward purchase investor exercises its rightServices” and “Ratification of refusal contained in the forward purchase agreement, the forward purchase investor will forfeit up to allAppointment of its ownership interest in the Sponsor related to Founder Shares,Independent Registered Public Accounting Firm—Pre-Approval Policies and the Sponsor will have the right to redeem the forward purchase investor’s remaining ownership interest in the Sponsor at the original purchase price.On March 1, 2018, the Sponsor agreed to loan the Company an aggregateProcedures” and is incorporated herein by reference.were repaid with the proceeds from the initial public offering.In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.Financial Statement SchedulesWorking Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into additional units of the post Business Combination entity at a price of $10.00 per unit. The securities would be identical to the Private Placement Units. To date, the Company had no borrowings under the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.The Company entered into an agreement, commencing on the effective date of the initial public offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space and general administrative services.The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf.Other than the foregoing, no compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our sponsor, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive the repayment of any loans from our sponsor, officers and directors for working capital purposes and reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us.After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.Related Party PolicyOur Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board of Directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee considers all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors including (i) an entity that is either a portfolio company of, or hasotherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently passive investors, (iii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iv) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them, unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, and the approval of a majority of our disinterested independent directors that the business combination is fair to our unaffiliated stockholders from a financial point of view.Director IndependenceNasdaq requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person other than an executive officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of our Board of Directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effective date of the initial public offering, Mr. Gendelman, Ms. Hallac, Mr. Lynch and Ms. McInnis became our independent directors. Our independent directors have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions are on terms no less favorable to us than could be obtained from independent parties. Any affiliated transactions must be approved by a majority of our independent and disinterested directors.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following is a summary of fees paid or to be paid to RSM US LLP, or RSM, for services rendered.Audit Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by RSM in connection with regulatory filings. The aggregate fees of RSM for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from January 23, 2018 (date of inception) to December 31, 2018 totaled approximately $54,600. The aggregate fees of RSM related to audit services in connection with our initial public offering totaled approximately $69,250. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are notReport of Independent Registered Public Accounting Firm required by statute or regulation and consultations concerning financial accounting and reporting standards. During the period from January 23, 2018 (date of inception) to December 31, 2018, we did not pay RSM any audit-related fees.Tax Fees. We did not pay RSM any fees for tax return services, planning and tax advice for the period from January 23, 2018 (date of inception) to December 31, 2018.All Other Fees. We did not pay RSM for any other services for the year ended December 31, 2018.Pre-Approval PolicyOur audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered priorthis Item is incorporated by reference herein to the formationsection of our audit committee were approved by our board of directors. Since the formation of our audit committee,this Annual Report on Form 10-K in Item 8, titled “Financial Statements and on a going forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services describedSupplementary Data.”Exchange Act whichfollowing Index to Exhibits are approvedfiled or incorporated by the audit committee prior to the completion of the audit).ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a) The following documents are filedreference as part of this Report:(1) Financial Statements(2) Financial Statements ScheduleAll financial statements schedules are omitted because they are not applicable, or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto in is Item 15 of Part IV below.NoneEXHIBIT INDEXExhibit Description # # # Exhibit Description # # # # # # # # # # # # # #
*# # # # # # # # Exhibit Description # # # * * * * * * * * + * * * *
+* * * Exhibit Description * * * * + + 24.1 Power of Attorney (included on the signature page hereof). ^ 31.232.1Certification of ChiefPrincipal Executive Officer (Principal Executive Officer) and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2101.INS104 Cover Page Interactive Data File (formatted as Inline XBRL). + The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. # Indicates management contract or compensatory plan or arrangement. * Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. ^ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certification furnished in Exhibit 32.1 hereto is deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the registrant specifically incorporates it by reference. Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.VectoIQ Acquisition Corp.NIKOLA CORPORATION Date: February 28, 2024 By: /s/ Stephen J. Girsky Stephen J. Girsky Dated: March 20, 2019By:/s/ Stephen GirskyStephen GirskyDated: March 20, 2019By:/s/ Steve ShindlerSteve ShindlerChief Financial OfficerRegistrantregistrant and in the capacities indicatedand on March 20, 2019.the dates indicated.SignaturesSignature Title Capacity in Which SignedDate and Director (Chairman)Stephen Girsky(Principal Executive Officer)/s/ Steve Shindler Financial OfficerSteve Shindler(Principal Financial Officer and a Director (Principal Executive Officer, Principal Financial and Accounting Officer)February 28, 2024 Stephen J. Girsky /s/ Steven M. Shindler Chairman of the Board February 28, 2024 /s/ Robert GendelmanMichael L. MansuettiDirector DirectorFebruary 28, 2024 Robert Gendelman/s/ Mary L. Petrovich Director February 28, 2024 Mary L. Petrovich /s/ Jonathan M. Pertchik Director February 28, 2024 /s/ Sarah W. HallacBruce L. SmithDirector DirectorFebruary 28, 2024 Sarah W. Hallac/s/ Carla M. Tully Director February 28, 2024 Carla M. Tully /s/ John C. Vesco Director February 28, 2024 /s/ Richard J. LynchDirectorRichard J. LynchDirector /s/ Victoria McInnisDirectorVictoria McInnis