UNITED STATES

SECURITIES AND EXCHANGE VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September 30, 2021~~March 31, 2022

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39855

VECTOIQ ACQUISITION CORP. II
(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-2482699
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1354 Flagler Drive
Mamaroneck, NY 10543
(Address of principal executive offices) (Zip Code 10543)

(914) 374-1929
(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered
Units, each consisting of one share of Class A common
stock and one-fifth of one redeemable warrant

VTIQU

The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share

VTIQ

The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of
Class A Common Stock at an exercise price of $11.50

VTIQW

The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~December 7, 2021~~May 13, 2022 there were 35,400,000 shares of Class A common stock, par value $0.0001 per share, and 8,625,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

PAGE
#
PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements.

Condensed Balance Sheet as of ~~September 30, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020~~2021

3

Condensed ~~Statements~~Statement of Operations for the ~~nine and~~ three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and for the period from August 10, 2020 (inception) through September 30, 2020~~ (unaudited)

4

Condensed ~~Statements~~Statement of Shareholders’ ~~Equity (Deficit)~~Deficit for the ~~nine and~~ three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and for the period from August 10, 2020 (inception) through September 30, 2020~~ (unaudited)

5

Condensed ~~Statements~~Statement of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and for the period from August 10, 2020 (inception) through September 30, 2020~~ (unaudited)

6

Notes to Condensed Financial Statements (unaudited)

7

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

2324

Item 3.
Defaults Upon Senior Securities.

2526

Item 4.
Controls and Procedures.

26

PART II.
OTHER INFORMATION

27

Item 6.
Exhibits.

2829

Signatures

2930

Table of Contents

VECTOIQ ACQUISITION CORP. II
CONDENSED BALANCE SHEETS


September 30, 2021

December 31,

March 31, 2022

December 31, 2021

(unaudited)

2020

(unaudited)

(audited)
Assets








Current assets:

Cash

$
853,220

$
12,564

$
322,091

$
733,875
Prepaid expenses

73,232

—

243,660

254,032
Total current assets

926,452

12,564

565,751

987,907

Non-current assets

Prepaid insurance

250,000

—
Deferred offering costs associated with initial public offering

—

436,890
Marketable securities and cash held in trust account

345,082,283

—
Cash and marketable securities held in trust account

345,165,271

345,122,968
Total assets

$
346,258,735

$
449,454

$
345,731,022

$
346,110,875








Liabilities and shareholders’ deficit

Current liabilities:








Accounts payable

$
8,500

$
10,500

$
82,269

110,656
Accrued expenses

187,950

332,756

1,716,275

1,816,775
Note payable-related party

—

83,000
Total current liabilities

196,450

426,256

1,798,544

1,927,431
Warrant liabilities

5,391,300

—

3,186,054

5,948,676
Deferred underwriting fee payable

12,075,000

—

12,075,000

12,075,000
Total liabilities

17,662,750

426,256

17,059,598

19,951,107

Commitments








Class A common stock subject to possible redemption 34,500,000 shares at redemption value at $10 per share

345,000,000

—

345,000,000

345,000,000

Shareholders’ deficit:




Shareholders’ deficit




Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding

—

—

—

—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 900,000 issued and outstanding

90

—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 900,000 issued and outstanding excluding 34,500,000 shares subject to possible redemption

90

90
Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding

863

863

863

863
Additional paid-in capital

—

24,137

—

—
Accumulated deficit

(16,404,968)

(1,802)

(16,329,529)

(18,841,185)
Total shareholders’ deficit

(16,404,015)

23,198

(16,328,576)

(18,840,232)
Total liabilities and shareholders’ deficit

$
346,258,735

$
449,454

$
345,731,022

$
346,110,875

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

VECTOIQ ACQUISITION CORP. II
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

Three months ended March 31,

2022

2021, as restated
General and administrative expenses

$
293,269

$
914,444
Loss from operations

(293,269)

(914,444)

Other income

Interest earned on investment held in Trust Account

42,303

52,237
Fair value adjustment to warrant liabilities

2,762,622

294,174

2,804,925

346,411

Net income (loss)

$
2,511,656

$
(568,033)

Weighted average shares outstanding of Class A redeemable ordinary shares

34,500,000

30,666,667

Basic and diluted net income (loss) per share, Class A redeemable ordinary shares

$
0.06

$
(0.01)

Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares

9,525,000

9,300,000

Basic and diluted net income (loss) per share, Class A and Class B non-redeemable ordinary shares

$
0.06

$
(0.01)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

VECTOIQ ACQUISITION CORP. II
CONDENSED STATEMENT OF SHAREHOLDER’S DEFICIT

Three Months ended March 31, 2022

For the period

Additional

Total

from August 10,

Class A Common Stock

Class B Common Stock

Paid-In

Accumulated

Stockholder’s

Nine months

Three months

2020 (inception)

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit

Ended September 30,

Ended September 30,

through


2021

2021

September 30, 2020
General and administrative expenses

$
1,167,391

$
(208,634)

$
546
Net (loss) income from operations

(1,167,391)

208,634

(546)

Other income

Interest earned on investment held in Trust Account

82,283

15,795

—
Fair value adjustment to warrant liabilities

6,091,500

4,166,100

—

6,173,783

4,181,895

—

Net income (loss)

$
5,006,392

$
4,390,529

$
(546)

Weighted average shares outstanding , public shares

34,500,000

34,500,000

—

Basic and diluted net income per share, public shares

$
0.88

$
0.00

$
0.00

Weighted average shares outstanding, private shares

9,450,824

9,525,000

7,500,000

Basic and diluted net income (loss) per share, private shares

$
(2.67)

$
0.46

$
(0.00)
Balance – January 1, 2022

900,000

$
90

8,625,000

$
863

$
—

$
(18,841,185)

$
(18,840,232)
Net income

—

—

—

—

—

2,511,656

2,511,656
Balance – March 31, 2022 (unaudited)

900,000

$
90

8,625,000

$
863

$
—

$
(16,329,529)

$
(16,328,576)

~~The accompanying notes are an integral part of these financial statements.~~Three Months ended March 31, 2021, as restated

~~Table of Contents~~

~~VECTOIQ ACQUISITION CORP. II~~
~~STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)~~
~~(unaudited)~~

Additional

Total

Paid-In

Accumulated

Stockholder’s

Class A Common Stock

Class B Common Stock

Capital

Deficit

Equity


Shares

Amount

Shares

Amount






Balance – January 1, 2021

—

$
—

8,625,000

$
863

$
24,137

$
(1,802)

$
23,198
Issuance of Class A common stock

35,400,000

3,540

—

—

353,996,460

—

354,000,000
Offering costs from initial public offering

—

—

—

—

(18,950,805)

—

(18,950,805)
Fair value of warrant liability

—

—

—

—

(11,482,800)

—

(11,482,800)
Reclassification of shares subject to redemption

(34,500,000)

(3,450)

—

—

(323,586,992)

(21,409,558)

(345,000,000)
Net income

—

—

—

—

—

681,217

681,217
Balance at March 31, 2021, as restated

900,000

90

8,625,000

863

—

(20,730,143)

(20,729,190)
Net loss

—

—

—

—

—

(65,354)

(65,354)
Balance – June 30, 2021, as restated

900,000

90

8,625,000

863

—

(20,795,497)

(20,794,544)
Net income

—

—

—

—

—

4,390,529

4,390,529
Balance – September 30, 2021

900,000

$
90

8,625,000

$
863

$
—

$
(16,404,968)

$
(16,404,015)

Additional

Total

Additional

Total

Paid-In

Accumulated

Stockholder’s

Class A Common Stock

Class B Common Stock

Paid-In

Accumulated

Stockholder’s

Class A Common Stock

Class B Common Stock

Capital

Deficit

Equity

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit


Shares

Amount

Shares

Amount






Balance – August 10, 2020 (inception)

0

$
0

0

$
0

$
0

$
0

$
0
Issuance of Class B common stock to Sponsor

—

—

8,625,000

863

24,137

—

25,000
Balance – January 1, 2021

0

$
0

8,625,000

$
863

$
24,137

$
(1,802)

23,198
Issuance of Class A common stock

900,000

90

—

—

8,999,910

—

9,000,000
Fair value of private placement warrant liability

—

—

—

—

(271,044)

—

(271,044)
Excess fair value over consideration of the anchor investors investment in the sponsor

—

—

—

—

3,946,407

—

3,946,407
Remeasurement of shares subject to redemption

—

—

—

—

(12,699,410)

(20,160,308)

(32,859,718)
Net loss

—

—

—

—

—

(546)

(546)

—

—

—

—

—

(568,033)

(568,033)
Balance – September 30, 2020

—

$
—

8,625,000

$
863

$
24,137

$
(546)

$
24,454
Balance – March 31, 2021 (unaudited)

900,000

$
90.00

8,625,000

$
863

$
—

$
(20,730,143)

$
(20,729,190)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

VECTOIQ ACQUISITION CORP. II
CONDENSED STATEMENT OF CASH FLOWS
(unaudited)

For the period

from August 10,

2020 (inception)

Nine months

through

ended September 30,

September 30,

Three months ended March 31,


2021

2020

2022

2021, as restated
Cash flows from operating activities:

Net income (loss)

$
5,006,392

$
(546)

$
2,511,656

$
(568,033)
Adjustments to reconcile net income to net cash used in operating activities:

—

—
Interest earned on investment held in Trust Account

(82,283)

—

(42,303)

(52,237)
Change in fair value of warrant liabilities

(6,091,500)

—

(2,762,622)

(294,174)
Offering costs attributable to warrant liability

—

687,798
Changes in assets and liabilities:

—

—
Increase in prepaid expenses

(323,232)

546
Increase in accounts payable

8,500

—
Increase in accrued expenses

144,693

—
(Increase) decrease in prepaid expenses

10,372

(459,399)
Increase (decrease) in accounts payable

(28,387)

18,614
Increase (decrease) in accrued expenses

(100,500)

113,793
Net cash used in operating activities

(1,337,430)

—

(411,784)

(553,638)

Cash Flows from Investing Activities:

Investment of cash in Trust Account

(345,000,000)

—

—

(345,000,000)
Net cash used in investing activities

(345,000,000)

—

—

(345,000,000)

Cash flows from financing activities:

Proceeds from notes payable-related party

—

35,000

—

(83,000)
Proceeds from issuance of Class B common stock to Sponsor

25,000
Pay-off of notes payable-related party

(83,000)

Proceeds from issuance of Class A units

354,000,000

—

354,000,000
Payments of offering costs associated with initial public offering

(6,738,914)

(52,250)

—

(7,374,235)
Net cash provided by financing activities:

347,178,086

7,750

—

346,542,765

Net increase in cash

840,656

7,750
Net change in cash

(411,784)

989,127
Cash, beginning of period

12,564

—

733,875

12,564
Cash, end of period

$
853,220

$
7,750

$
322,091

$
1,001,691

Supplemental disclosure of noncash operating and financing activities:

Remeasurement of shares subject to redemption

$
—

$
32,859,718
Excess fair value over consideration of the anchor investors investment in the sponsor

$
—

$
3,946,407
Initial classification of warrant liability

$
11,482,800

$
—

$
—

$
10,301,574
Deferred underwriting fee payable

$
12,075,000

$
—

$
—

$
12,075,000
Offering costs included in accounts payable and accrued expenses

$
42,000

$
35,500

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

VECTOIQ ACQUISITION CORP. II
Notes to Unaudited Condensed Interim Financial Statements

Note 1 — ~~Description of~~ Organization, Business Operations and Liquidity
Organization and ~~Business Operations~~General
VectoIQ Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 10, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the industrial technology, transportation and smart mobility industries, which the Company believes will provide it with access to attractive business combination opportunities. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of ~~September 30, 2021,~~March 31, 2022, the Company had not commenced any operations. All activity for the period from August 10, 2020 (inception) through ~~September 30, 2021~~March 31, 2022 relates to the Company’s formation, ~~and~~ the Initial Public Offering (as defined below). and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021 the Company consummated the initial public offering (the “Initial Public Offering”) of 34,500,000 units (the “Units” and, with respect to the class A common stock included in the Units sold, the “Public Shares”), which included the exercise in full by the underwriters of their overallotment option in the amount of 4,500,000 Units, at $10 per unit, generating gross proceeds of $345,000,000. See Note 4.
The Company’s sponsor is VectoIQ Holdings II, LLC, a Delaware limited liability company (the “Sponsor”). Simultaneously with the closing of the IPO, the Company consummated the sale, in a private placement, of 900,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $9,000,000. See Note 5.
Two qualified institutional accredited investors that are not affiliated with the Company, the Sponsor, the Company’s directors or any member of the Company’s management (“Anchor Investors”) each expressed to the Company an interest in purchasing an aggregate of 5,985,000 units sold in the IPO, at the offering price of $10.00, for an aggregate of $59,850,000 of units offered. In addition to the investment in the IPO, the Anchor Investors purchased membership units in the Sponsor that entitled them to an economic right in a total of 204,744 Class A Units and 597,871 Founders’ shares.
The Company estimated the aggregate fair value of the economic right to be $6,112,963. The excess of the economic right over the consideration paid by the Anchor Investors amounted to $4,064,692 of which the Company allocated $118,285 to the Public Warrants, as defined below (see Note 4), which is included in accumulated deficit in accordance with Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-”Expenses of Offering”.
Transaction costs amounted to ~~$19,586,126,~~$19,570,579, consisting of $6,900,000 in cash underwriting fees, $12,075,000 of deferred underwriting fees, and ~~$611,126~~$595,579 other offering costs. Transactions costs amounting to ~~$635,321~~$569,513 were allocated to the warrant liability and are recorded in general and administrative expenses in the Statement of Operations for the ~~nine months~~year ended ~~September 30,~~December 31, 2021 with the remainder or ~~$18,950,805,~~$19,001,066, allocated to the Class A common shares sold in the Initial Public Offering. In addition, as of January 11, 2021, cash of $2,075,000 was held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes.

Table of Contents

VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

On January 11, 2021, $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”). Management agreed that an amount equal to $10.00 per Unit sold in the Initial Public Offering would be held in a trust account (“Trust Account”), located in the United States at Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Unless and until the Company completes its initial Business Combination, no funds held in the Trust Account will be available for its use, except the withdrawal of interest earned to fund its working capital requirements (subject to a limit of $250,000 per year) and/or to pay taxes.

~~Table of Contents~~

~~VECTOIQ ACQUISITION CORP. II~~

~~Notes to Condensed Interim Financial Statements~~

~~Note 1 — Description of Organization and Business Operations (Continued)~~

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 will be held in trust until applied toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combinations with 1 or more target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account and Delaware franchise tax) 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 1940, as amended (the “Investment Company Act”).

The Company will provide its holders of the outstanding shares of its Class A 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 in Note 4)5) 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 $10.00 per Public Share). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination only if the Company has net tangible assets 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 its Public Shares without voting and, if it does vote, irrespective of whether it votes 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 5) 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 Shares in connection with the completion of a Business Combination or any amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to its pre-initial business combination activity and related stockholders’ rights.

Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides 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 Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

Table of Contents

VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

The Company’s Sponsor, 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 Class A common stock in conjunction with any such amendment.

~~Table of Contents~~

~~VECTOIQ ACQUISITION CORP. II~~

~~Notes to Condensed Interim Financial Statements~~

~~Note 1 — Description of Organization and~~Initial Business ~~Operations (Continued)~~Combination

If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering) (as applicable, the “Combination Period”), the Company 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, which interest shall be net of taxes payable by the Company), 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject t 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 $10.00 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 of 1933, as amended (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, service providers, prospective target businesses or other entities with which the Company does business execute agreements (other than the independent registered public accountant) with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of March 31, 2022, the Company had cash of $322,091 held outside of the Trust Account and available for working capital purposes.

If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40, “Presentation of Financial Statements – Going Concern”, the Company has until January 11, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before January 11, 2023, it is uncertain that the Company will be able to consummate a Business Combination by this time. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension on or prior to January 11, 2023, however it is uncertain that the Company will be able to consummate a Business Combination or obtain an extension by this time. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 11, 2023.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might results from the outcome of this uncertainty.

Note 2- Restatement of Previously Issued Financial Statements

OnIn preparation of the Company’s audited financial statements as of and for year ended December 31, 2021, the Company determined the underlying assumptions in valuing the warrant liabilities as of January 11, 2021, the Company accounted for its outstanding Public Warrants (see Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering (see Note 5) as components of equity instead of as derivative liabilities.needed to change. The ~~warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics~~total impact of the ~~holder of the warrant. In addition, the warrant agreement includes a provision that~~change in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

In connection with the release of the Securities and Exchange Commission’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021, the Company’s management further evaluated the warrants under ASC Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the termsvaluation of the warrant ~~require an adjustment~~liabilities as of January 11, 2021, amounted to ~~the exercise price upon~~$1,181,226 which was recorded as a ~~specified event and that event is not an input~~credit to the fair value of the warrant. Based on management’s evaluation, in consultation with the Company’s audit committee, the Company’s management concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, in consultation with the Company’s audit committee, the Company’s management concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.

accumulated deficit. As a result of the ~~above,~~change, the Company ~~should have classified~~reduced the ~~warrants as derivative liabilities~~change in ~~its Balance sheet as of January 11, 2021. Under this accounting treatment, the Company is required to measure the~~ fair value of the ~~warrants at the end of each reporting period and recognize changes~~warrant liabilities in the Statement of Operations by that amount during the three months ended March 31, 2021. In addition, as of December 31, 2021, the Company recorded legal fees amounting to $1,500,000 for services provided during the due diligence process for a potential Business Combination and additional Offering costs attributable to warrant liability of $68,024.

As discussed in Note 1, the Company estimated the aggregate fair value ~~from~~of the ~~prior period~~economic right attributable to the Anchor Investors amounted to be $6,112,963. The excess of the economic right over the consideration paid by the Anchor Investors amounted to $4,064,692. See Note 3 for additional information related to this change.

The following tables contains the financial information for the periods previously reported and have been updated to reflect the restatement of the Company’s financial statements. The restatements do not have an impact on the Company’s cash position and investments held in the ~~Company’s operating results for the current period. See Note 8 for additional information.~~

~~In addition,~~Trust Account established in connection with the ~~preparation~~IPO. The Company has not amended its previously filed Quarterly Reports on Form 10-Q for the three quarterly period ended September 30, 2021. The financial information that has been previously filed or otherwise reported for the three quarterly periods ended September 30, 2021 is superseded by the information in this Quarterly Report on Form 10-Q, and the financial statements and related financial information for the quarterly periods ended September 30, 2021 contained in such previously filed report should no longer be relied upon.

The impact of the restatement on the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration the requirement of the Company’s memorandum and articles of association that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the Class A ordinary shares and determined that the Class A ordinary shares issued during the IPO and pursuant to the exercise of the underwriters’ over-allotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all Class A ordinary shares subject to possible redemption, resultingis reflected in the Class A ordinary shares subject to possible redemption being classified as temporary equity in its entirety. As a result, management has recorded a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.following table.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

~~Note 2- Restatement of Previously Issued Financial Statements (Continued)~~

In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its earnings per share calculation to accrete certain costs in computing earnings per shares.

~~The impact of the restatement on the Company’s financial statements is reflected in the following table.~~

As previously


reported

Adjustments

As restated
Balance sheet as of January 11, 2021 (audited)






Warrant Liability

$
—

$
11,482,800

$
11,482,800
Ordinary Shares Subject to Possible Redemption

329,506,471

15,493,529

345,000,000
Class A Ordinary Shares

155

(65)

90
Additional Paid-in Capital

5,001,885

(5,001,885)

—
Accumulated Deficit

(2,902)

(21,974,379)

(21,977,281)
Shareholders’ Equity

5,000,001

(26,976,329)

(21,976,328)

Balance Sheet as of March 31, 2021 (unaudited)






Ordinary Shares Subject to Possible Redemption

319,270,800

25,729,200

345,000,000
Class A ordinary shares

347

(257)

90
Additional paid-in capital

4,319,386

(4,319,386)

—
Accumulated deficit

679,415

(21,409,558)

(20,730,143)
Shareholders’ Equity

5,000,011

(25,729,201)

(20,729,190)

Statement of Operations for the three months March 31, 2021 (unaudited)






Basic and diluted net income per share, public shares

0.29

0.59

0.88
Basic and diluted net loss per share, private

(0.99)

(2.19)

(3.18)

Statement of Cash Flows for the three months March 31, 2021 (unaudited)






Initial value of Class A ordinary shares subject to possible redemption

329,506,471

(329,506,471)

—
Change in value of Class A ordinary shares subject to possible redemption

(1,247,129)

1,247,129

—

Balance Sheet as of June 30, 2021 (unaudited)






Ordinary Shares Subject to Possible Redemption

319,205,456

25,794,544

345,000,000
Class A ordinary shares

348

(258)

90
Additional paid-in capital

5,064,146

(5,064,146)

—
Accumulated deficit

(65,354)

(20,730,143)

(20,795,493)
Shareholders’ Equity

5,000,003

(25,794,547)

(20,794,544)

Statement of Operations for the six and three months ended June 30, 2021 (unaudited)






Basic and diluted net income per share, public shares for six months

0.33

0.55

0.88
Basic and diluted net loss per share, private shares for six months

(1.14)

(2.01)

(3.15)
Basic and diluted net income per share, public shares for three months

0.00

0.00

0.00
Basic and diluted net loss per share, private shares for three months

(0.01)

0.00

(0.01)

Statement of Cash Flows for the three months June 30, 2021 (unaudited)






Initial value of Class A ordinary shares subject to possible redemption

329,506,471

(329,506,471)

—
Change in value of Class A ordinary shares subject to possible redemption

(1,181,785)

1,181,785

—


	As previously
	reported			Adjustments		As restated
Balance sheet as of January 11, 2021 (audited)
Warrant Liability	$	11,482,800	$	(1,181,226)	$	10,301,574
Accumulated Deficit		(21,977,281)		1,181,226		(20,796,055)
Shareholders’ Equity		(21,976,328)		1,181,226		(20,795,102)

Statement of Operations for the three months March 31, 2021 (unaudited)
General and administrative expenses		(846,420)		(68,024)		(914,444)
Fair value adjustment to warrant liabilities		1,475,400		(1,181,226)		294,174
Net income (loss)		681,217		(1,249,250)		(568,033)
Basic and diluted net income (loss) per share, public shares		0.88		(0.89)		(0.01)
Weighted average shares outstanding of public shares		34,500,000		(3,833,333)		30,666,667
Basic and diluted net (loss) per private shares		(3.18)		3.17		(0.01)
Weighted average shares outstanding of private shares		9,300,000		—		9,300,000

Statement of Cash Flows for the three months March 31, 2021 (unaudited)
Net income (loss)		681,217		(1,249,250)		(568,033)
Change in fair value of warrant liabilities		(1,475,400)		1,181,226		(294,174)
Offering costs attributable to warrant liability		—		687,798		687,798
Increase in accrued expenses		98,246		15,547		113,793
Net cash used in operating activities		(1,188,959)		635,321		(553,638)
Payments of offering costs associated with initial public offering		(6,738,914)		(635,321)		(7,374,235)
Net cash provided by financing activities:		347,178,086		(635,321)		346,542,765

Supplemental disclosure of noncash operating and financing activities:
Initial classification of warrant liability		11,482,800		(1,181,226)		10,301,574
Offering costs included in accounts payable		42,000		(15,547)		26,453

Balance Sheet at June 30, 2021 (unaudited)
Accrued expenses		126,512		425,000		551,512
Total current liabilities		231,012		425,000		656,012
Total liabilities		21,863,412		425,000		22,288,412
Accumulated deficit		(20,795,494)		(425,000)		(21,220,494)
Shareholders’ Equity		(20,794,541)		(425,000)		(21,219,541)

Statement of Operations for the three months ended June 30, 2021 (unaudited)
General and administrative expenses		(529,605)		(425,000)		(954,605)
Net loss		(65,354)		(425,000)		(490,354)
Basic and diluted net loss per share, public shares		(0.00)		(0.01)		(0.01)
Weighted average shares outstanding of public shares		34,500,000		—		34,500,000
Basic and diluted net loss per private shares		(0.01)		0.00		(0.01)
Weighted average shares outstanding of private shares		9,525,000		—		9,525,000

Statement of Operations for the six months ended June 30, 2021 (unaudited)
General and administrative expenses		(1,376,025)		(493,024)		(1,869,049)
Fair value adjustment to warrant liabilities		1,925,400		(1,181,226)		744,174
Net income (loss)		615,863		(1,674,250)		(1,058,387)
Basic and diluted net income (loss) per share, public shares		0.88		(0.91)		(0.03)
Weighted average shares outstanding of public shares		34,500,000		(1,906,077)		32,593,923
Basic and diluted net loss per private shares		(3.15)		3.12		(0.03)
Weighted average shares outstanding of private shares		9,413,122		—		9,413,122

Statement of Cash Flows for the six months ended June 30, 2021 (unaudited)

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

Net income (loss)	615,863	(1,674,250)	(1,058,387)
Change in fair value of warrant liabilities	(1,925,400)	1,181,226	(744,174)
Offering costs attributable to warrant liability	—	687,798	687,798
Increase in accrued expenses	83,257	440,547	523,804
Net cash used in operating activities	(1,580,699)	635,321	(945,378)
Payments of offering costs associated with initial public offering	(6,738,914)	(635,321)	(7,374,235)
Net cash provided by financing activities:	347,178,086	(635,321)	346,542,765

Supplemental disclosure of noncash operating and financing activities:
Initial classification of warrant liability	11,482,800	(1,181,226)	10,301,574
Offering costs included in accounts payable	42,000	(15,547)	26,453

Balance Sheet at September 30, 2021 (unaudited)
Accrued expenses	187,950	1,375,000	1,562,950
Total current liabilities	196,450	1,375,000	1,571,450
Total liabilities	17,662,750	1,375,000	19,037,750
Accumulated deficit	(16,404,968)	(1,375,000)	(17,779,968)
Shareholders’ Equity	(16,404,015)	(1,375,000)	(17,779,015)

Statement of Operations for the three months ended September 30, 2021 (unaudited)
General and administrative expenses	208,634	(950,000)	(741,366)
Net income	4,390,529	(950,000)	3,440,529
Basic and diluted net income per share, public shares	0.00	0.08	0.08
Weighted average shares outstanding of public shares	34,500,000	—	34,500,000
Basic and diluted income loss per private shares	0.46	(0.38)	0.08
Weighted average shares outstanding of private shares	9,525,000	—	9,525,000

Statement of Operations for the nine months ended September 30, 2021 (unaudited)
General and administrative expenses	(1,167,391)	(1,443,024)	(2,610,415)
Fair value adjustment to warrant liabilities	6,091,500	(1,181,226)	4,910,274
Net income	5,006,392	(2,624,250)	2,382,142
Basic and diluted net income per share, public shares	0.88	(0.82)	0.06
Weighted average shares outstanding of public shares	34,500,000	(1,263,736)	33,236,264
Basic and diluted net income (loss) per private shares	(2.67)	2.73	0.06
Weighted average shares outstanding of private shares	9,450,824	—	9,450,824

Statement of Cash Flows for the nine months ended September 30, 2021 (unaudited)
Net income	5,006,392	(2,624,250)	2,382,142
Change in fair value of warrant liabilities	(6,091,500)	1,181,226	(4,910,274)
Offering costs attributable to warrant liability	—	687,798	687,798
Increase in accrued expenses	144,693	1,390,547	1,535,240
Net cash used in operating activities	(1,337,430)	635,321	(702,109)
Payments of offering costs associated with initial public offering	(6,738,914)	(635,321)	(7,374,235)
Net cash provided by financing activities:	347,178,086	(635,321)	346,542,765

Supplemental disclosure of noncash operating and financing activities:
Initial classification of warrant liability	11,482,800	(1,181,226)	10,301,574
Offering costs included in accounts payable	42,000	(42,000)	—

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the ~~period~~periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 15, 2022.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section ~~102(b)(1)~~2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart ~~Our~~our Business Startups Act of 2012, (the ~~”JOBS~~“JOBS Act”), and it 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 its 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.

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. The JOBS Act provides that ~~an emerging growth~~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. 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~~statements with another public company ~~that~~which is neither an emerging growth company nor an emerging growth company ~~that~~which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Financial Instruments~~

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

Use of Estimates

The preparation of financial statements in conformity with ~~U.S.~~ GAAP requires ~~the Company’s~~ management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~financial statements and~~date of the ~~reported amounts of expenses during the reporting period.~~balance sheet. Actual results could differ from those estimates.

Cash and Cash Equivalents

~~Table~~The Company considers all short-term investments with an original maturity of ~~Contents~~

~~VECTOIQ ACQUISITION CORP. II~~three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.

~~Notes to Condensed Interim Financial Statements~~

~~Note 3 — Summary of Significant Accounting Policies (Continued)~~

Marketable Securities Held in Trust Account

The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with ASC Topic 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 treasury securities are recorded at amortized cost on the accompanying balance sheet. ~~Amortization~~Fair value of these marketable

Table of Contents

VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

securities amounted to $345,161,665 and $345,102,999 as of March 31, 2022 and December 31, 2021, respectively. Amortized cost of these marketable securities amounted to $345,165,271 and $345,122,968 as of March 31, 2022 and December 31, 2021, respectively.

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest earned on investment held in trust account” line item in the statements of ~~premiums or~~operations. Interest income is recognized when earned. Accretion of the discounts amounted to $42,303 and $52,237 for three months ended March 31, 2022 and 2021, respectively.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not ~~significant.~~exposed to significant risks on such accounts.

~~Warrant Liabilities~~Offering Costs

The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-”Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, as of December 31, 2021, offering costs totaling $19,570,579, consisting of $6,900,000 in cash underwriting fees, $12,075,000 of deferred underwriting fees, and $595,579 other offering costs. Transactions costs amounting to $569,513 were allocated to the warrant liability and are recorded in general and administrative expenses in the Statement of Operations for the year ended December 31, 2021 with the remainder or $19,001,066, allocated to the Class A common shares sold in the Initial Public Offering. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values.

Shares Subject to Possible Redemption

The Company accounts for ~~the warrants as liability-classified instruments based on an assessment~~its shares of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 8 for additional information.

~~Common Stock Subject to Possible Redemption~~

~~As discussed in Note 4, all of the 34,500,000~~ Class A common stock ~~sold as part of the Units~~subject to possible redemption in ~~the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection~~accordance with the ~~Company’s liquidation, if there~~guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a ~~stockholder vote or tender offer in connection with the Business Combination~~liability instrument and ~~in connection with certain amendments to the Company’s amended and restated certificate~~is measured at fair value. Conditionally redeemable shares of ~~incorporation. In accordance with ASC 480, conditionally redeemable~~ Class A common stock (including shares ~~of Class A common stock~~ that feature 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) ~~are~~is classified as temporary equity. ~~Ordinary liquidation events, which involve the~~At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption ~~and liquidation of all the entity’s equity instruments,~~rights that are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assetsconsidered to be ~~less than $5,000,001. However, the threshold in its charter would not change the nature~~outside of the ~~underlying shares as redeemable~~Company’s control and ~~thus public shares would be required~~subject to ~~be disclosed outside~~the occurrence of ~~permanent equity.~~uncertain future events. Accordingly, ~~34,500,000~~ shares of Class A common stock subject to possible redemption ~~at the redemption amount were~~is presented at redemption value as temporary equity, outside of the stockholders’ ~~deficit~~equity section of the Company’s balance sheet.

All of the 34,500,000 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ~~ordinary shares~~Class A common stock to equal the redemption value ~~($10.00 per share)~~ at the end of each reporting period. ~~Such changes~~Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Shares of Class A common stock reflected in ~~additional paid-in capital, or~~the balance sheet are reconciled in the ~~absence~~following table:


Gross proceeds	$	345,000,000
Less:
Redeemable Class A common stock issuance costs		(18,882,781)
Proceeds allocated to Public Warrants		(10,030,530)
Excess fair value over consideration of the anchor investors investment in the sponsor		(3,946,407)

Plus:
Remeasurement of carrying value to redemption value		32,859,718
Class A common stock subject to possible redemption	$	345,000,000

Financial Instruments

The fair value of ~~additional capital,~~the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in ~~accumulated deficit.~~the balance sheet.

~~Income Taxes~~Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company ~~follows~~evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the ~~asset~~grant date and ~~liability method~~re-valued at each reporting date, with changes in the fair value reported in the statements of ~~accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax~~operations. Derivative assets and liabilities are ~~recognized~~classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company accounts for the ~~estimated future tax consequences attributable~~7,080,000 warrants issued in connection with the Initial Public Offering (the 6,900,000 Public Warrants and the 180,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to ~~differences between~~re-measurement at each balance sheet date. With each such re-measurement, 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~~warrant liability will be adjusted to ~~apply to taxable income~~fair value, with the change in fair value recognized in the ~~years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities~~Company’s statement 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.operations.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

~~Note 3 — Summary~~Stock Based Compensation

The transfer of ~~Significant Accounting Policies (Continued)~~

the Founders Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of an Initial Public Offering). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date the Initial Public Offering was considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. The value of the transferred Founders Shares on the grant date of September 4, 2020 was minimal, as such 0 stock-based compensation expense has been recognized.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and a measurement ~~attribute~~process for ~~the~~ financial statement recognition and measurement of a tax ~~positions~~position 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~~more-likely-than-not to be sustained upon examination by taxing authorities. ~~There were 0 unrecognized tax benefits as of September 30, 2021.~~ ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were 0 unrecognized tax benefits ~~as income tax expense. NaN~~and 0 amounts ~~were~~ accrued for ~~the payment of~~ interest and penalties ~~for the nine and three months ended September 30, 2021.~~as of March 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per ~~Ordinary~~Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of Class A common stock is computed by dividing net ~~loss~~income (loss) by the weighted average number of ~~ordinary~~ shares of Class A common stock, which are referred to as outstanding ~~during~~for the period. The Company has not considered the effect of the 7,080,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted loss per share is the same as basic loss per share for the period presented.

The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share.

As of ~~September 30, 2021,~~March 31, 2022, the Company ~~has~~had 34,500,000 Class A ~~ordinary~~common public shares subject to possible redemption, 900,000 Class A ~~ordinary~~common private shares and 8,625,000 Class B ~~ordinary~~common shares. Earnings and losses are shared pro rata between the two classes of private shares or 9,525,000 private shares. ~~For~~The calculation of diluted net income (loss) per share does not consider the ~~nine months~~effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants would be anti-dilutive. The warrants are exercisable to purchase 7,080,000 shares of Class A common stock in the aggregate. At March 31, 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the three months ended September 30, 2021, net income is adjusted for the effects of accretion to ordinary shares subject to possible redemption, reflective of the respective participation rights, between the two classes of ordinary shares.March 31, 2022 and 2021.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

~~Note 3 — Summary of Significant Accounting Policies (Continued)~~

~~The~~For the three months ended March 31, 2022 and 2021, net income (loss) per common share ~~presented in the statements of income~~ is ~~based on the following:~~as follows:

Nine months

Three months

ended Sptember 30,

ended Sptember 30,

2021

2021
Total income

5,006,392

4,390,529
Accretion of temporary equity to redemption value

(30,197,805)

—
Interest income

(82,283)

(15,795)
Net loss including accretion of temporary equity to redemption value

(25,273,696)

4,374,734


									For the period from			Three months ended March 31,2022				Three months ended March 31,2021, as restated
	Nine months ended September 30,				Three months ended September 30,				August 10, 2020 (inception)			(unaudited)				(unaudited)
	2021				2021				through September 30, 2020			Public Shares		Private Shares		Public Shares		Private Shares
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income (loss)												$	1,968,248	$	543,408	$	(435,855)	$	(132,178)
	Public Shares		Private shares		Public Shares		Private shares		Public Shares Private shares
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity (1)	$	30,280,088	$	(25,273,696)	$	15,795	$	4,374,734	—		(546)
Accretion of temporary equity to redemption value		—		—		—		—	—		—
Allocation of net income (loss)		30,280,088		(25,273,696)		15,795		4,374,734	—		(546)
Denominator:
Denominator
Weighted-average shares outstanding		34,500,000		9,450,824		34,500,000		9,525,000	—		7,500,000		34,500,000		9,525,000		30,666,667		9,300,000
Basic and diluted net income (loss) per share:	$	0.88	$	(2.67)	$	0.00	$	0.46	—	$	(0.00)
Basic and diluted net income per share												$	0.06	$	0.06	$	(0.01)	$	(0.01)

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements,

if currently adopted, that would have a material effect on the Company’s financial statements.

Note 4 — Public Offering

Pursuant to the Initial Public Offering, the Company sold 34,500,000 units at a price of $10.00 per Unit. Each Unit consists of 1 share of Class A common stock (such shares of Class A common stock included in the Units being offered, the “Public Shares”) and one-fifth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the registered holder to purchase 1 share of Class A common stock at a price of $11.50 per share, 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. Only whole Public Warrants are exercisable. The Public Warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the Company’s completion of an initial Business Combination, or earlier upon redemption or liquidation.

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~~VECTOIQ ACQUISITION CORP. II~~

~~Notes to Condensed Interim Financial Statements~~

~~Note 4 — Public Offering (Continued)~~

NaN Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A 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 warrants included in the Private Placement Units (the “Private Warrants”) are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A 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. 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.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00. 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 Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a ~~30-trading~~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.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 — Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock;

●

upon a minimum of 30 days’ prior written notice of redemption;

●

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds

●

$10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

●

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.

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~~VECTOIQ ACQUISITION CORP. II~~

~~Notes to Condensed Interim Financial Statements~~

~~Note 4 — Public Offering (Continued)~~

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of shares of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of such initial Business Combination (net of redemptions), and (z) the volume- weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

Certain funds, referred to as the Company’s “anchor investors,” expressed to the Company an interest and purchased an aggregate of approximately 6,000,000 Units in the Initial Public Offering. In connection with providing these expressions of interest, the anchor investors purchased membership interests in the Sponsor entitling them to an economic interest in certain of the Founder Shares owned by the Sponsor and in certain of the Private Placement Units purchased by the Sponsor.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

Pursuant to a subscription agreement with the Sponsor, one of the anchor investors has agreed with the Sponsor that, with respect to 1,499,950 of the Units it has expressed an interest in purchasing (or all of the Units it purchased in the Proposed Public Offering, if less), such anchor investor (1) will not transfer such Units (or underlying shares of Class A common stock) prior to the date the Company completes its initial Business Combination, and (2) will not exercise its redemption rights with respect to any shares of Class A common stock included in such Units in connection with the completion of the Company’s initial Business Combination or any amendment to the provisions of the Company’s amended and restated certificate of incorporation relating to the Company’s pre-initial Business Combination activity and related stockholders’ rights. Further, each of the anchor investors has agreed with the Sponsor that if it does not purchase the maximum number of Units it has expressed an interest in purchasing, it will forfeit all of its indirect holdings of Founder Shares held within the Sponsor, and if after such purchase, it owns less than that number of units at the time of a stockholder vote in connection with the Company’s initial Business Combination or on the business day immediately prior to the scheduled closing of such initial Business Combination, it will forfeit a portion of its indirect holdings of Founder Shares held within the Sponsor, and the Sponsor will have the right to redeem the anchor investor’s interest in the Sponsor related to Private Placement Units at the original purchase price. Other than such agreements with the Sponsor, the anchor investors are not required to: (1) hold any Units, shares of Class A common stock or Warrants they may have purchased in the Initial Public Offering or thereafter for any amount time, (2) vote any shares of Class A common stock they may own at the applicable time in favor of the initial Business Combination or (3) refrain from exercising their right to redeem their public shares at the time of the Company’s initial Business Combination. Pursuant to their subscription agreements with the Sponsor, the anchor investors will not be granted any material additional stockholder or other rights, and will only be issued membership interests in the Sponsor with no right to control the Sponsor or vote or dispose of any Founder Shares, Private Placement Units or underlying securities (which will continue to be held by the Sponsor until following the Company’s initial Business Combination).

There can be no assurance as to the amount of Units purchased in the Initial Public Offering (or underlying shares of Class of Class A common stock) the anchor investors will retain, if any, prior to or upon the consummation of the Company’s initial Business Combination. In the event that the anchor investors vote in favor of the Company’s initial Business Combination, a smaller portion of affirmative votes from other public shareholders would be required to approve the Company’s initial Business Combination.

~~Table of Contents~~

~~VECTOIQ ACQUISITION CORP. II~~

~~Notes to Condensed Interim Financial Statements~~

Note 5 — Related Party Transactions

Founder Shares

On August 31, 2020, the Sponsor purchased an aggregate of 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001, for an aggregate price of ~~$25,000. In~~$25,000, or $.0029 per share. On September 4, 2020, ~~the Sponsor transferred an aggregate of 60,000 Founder Shares to~~ the Company’s initial director ~~nominees.~~nominees purchased 60,000 Founder Shares from the Sponsor for $176, or $.0029 per share. On January 11, 2021, the underwriters fully exercised their over-allotment option, such that NaN of the Founder Shares remain subject to forfeiture.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Class A 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~~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 Class A common stock for cash, securities or other property.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

Private Placement Units

The Sponsor purchased an aggregate of 900,000 Private Placement Units, at a price of $10.00 per Private Placement Unit ($9.0 million in the aggregate) in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Unit consists of 1 share of Class A common stock (such shares of Class A common stock included in the Private Placement Units, the “Private Shares”) and one-fifth of one redeemable warrant (each, a “Private Warrant”). Each Private Warrant entitles the holder to purchase 1 share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 4)5). A portion of the proceeds from the Private Placement Units were added to 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 Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors 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 Class A 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~~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 Class A common stock for cash, securities or other property.

Related Party Loans

On August 31, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. On January 11, 2021, the Company repaid $83,000 that was borrowed under the Note.

~~Table of Contents~~

~~VECTOIQ ACQUISITION CORP. II~~

~~Notes to Condensed Interim Financial Statements~~

~~Note 5 — Related Party Transactions (Continued)~~

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 $1.5 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. Such units would be identical to the Private Placement Units. As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Company had 0 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 Agreement

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 an affiliate of the Sponsor a total of $10,000 per month for office space and general and administrative services. For the ~~nine and~~ three months ended ~~September 30,~~March 31, 2022 and 2021, ~~$83,550~~$30,000 and ~~$30,000, respectively,~~$23,550 has been charged to general and administrative expenses for services performed in accordance with the terms of the administrative support agreement. ~~At September 30,~~As of March 31, 2022 and December 31, 2021, ~~$83,550 is~~$146,775 and $116,775 were included in accrued expenses for amounts due under the agreement.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

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 0 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 6 — Commitments

Registration Rights

The Sponsor 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 3 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. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

Underwriting Agreement

On January 11, 2021, the underwriters fully exercised their over-allotment option and were paid an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, upon the closing of the Initial Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate which is included as deferred underwriting fee payable in the accompanying balance sheet as of ~~September 30,~~March 31, 2022 and December 31, 2021. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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~~VECTOIQ ACQUISITION CORP. II~~

~~Notes to Condensed Interim Financial Statements~~

Note 7 — Stockholders’ Equity

Class A Common Stock — The Company is currently authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Stockholders of Class A common stock are entitled to 1 vote for each share. As of ~~September 30,~~March 31, 2022 and 2021, there were 35,400,000 shares of Class A common stock issued and outstanding,~~, including~~ respectively. At March 31, 2022 and December 31, 2021, 34,500,000 shares were subject to possible redemption.

Class B Common Stock — the Company is current authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Stockholders of Class B common stock are entitled to 1 vote for each share. As of ~~September 30,~~March 31, 2022 and December 31, 2021, there were 8,625,000 shares of Class B common stock outstanding.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, initially on a one-for- 1 basis. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of the Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering (not including the shares of Class A common stock underlying the private placement units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

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 ~~September 30,~~March 31, 2022 and December 31, 2021, there were 0no shares of preferred stock issued or ~~outstanding~~.outstanding.

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~~VECTOIQ ACQUISITION CORP. II~~

~~Notes to Condensed Interim Financial Statements~~

Note 8 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

●

~~Level 1:~~Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

●

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

●

~~Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.~~

The following table presents fair value information ~~about~~as of March 31 2022 and December 31, 2021, for the Company’s ~~assets and liabilities~~warrant liability that are ~~measured~~accounted for at fair value on a recurring basis ~~at September 30, 2021~~ and indicates the fair value hierarchy of the valuation ~~inputs~~techniques the Company utilized to determine such fair ~~value:~~value. The Company’s Private Placement Warrant liability is based on a Modified Black Scholes Model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. Significant deviations from these estimates and inputs could result in a material change in fair value. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. . On March 5, 2021, the Public Warrant liability was reclassified from a Level 3 to a Level 1 classification as they began to have quoted prices in active markets.


							December 31,
Liabilities:	Level	September 30, 2021		Level	March 31, 2022		2021
Warrant Liability – Public Warrants	1	$	5,333,700	1	$	3,105,000	$	5,796,000
Warrant Liability – Private Placement Warrants	3	$	57,600	3	$	81,054	$	152,676

The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

~~Initial Measurement~~

The Company established the initial fair value for the warrants on January 11, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the public warrants and the Modified Black Scholes Model for the private placement warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of 1 share of Class A ordinary shares and ~~one~~-fifth of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as Class A ordinary shares subject to possible redemption, and Class A ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

~~The key inputs into the Monte Carlo simulation model on January 11, 2021, were as follows:~~

January 11, 2021

Initial Measurement

Private

Input

Public

Placement

Risk-free interest rate

1.58
%

1.58
%
Expected term to initial business combination (years)

6.08 years

1.08 years

Dividend yield

0

0
%
Expected volatility

35
%

35
%
Exercise price

$
11.50

$
11.50

Fair value of Warrants

$
1.63

$
1.31

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~~VECTOIQ ACQUISITION CORP. II~~

~~Notes to Condensed Interim Financial Statements~~

~~Note 8 — Fair Value Measurements (Continued)~~

~~Subsequent Measurement~~

The warrants are measured at fair value on a recurring basis. Fair value as of ~~September 30,~~March 31, 2022 and December 31, 2021 for the public warrants are based upon quoted market prices as Level 1 and the Modified Black Scholes Model for the private placement warrants as Level 3. The key inputs into the Modified Black Scholes Model for the private placement warrants were as follows:

September 30, 2021

Subsequent Measurement

Input

Private Placement

Risk-free interest rate

0.04
%
Expected term to initial business combination (years)

0.36 years

Dividend yield

0
%
Expected volatility

38.0
%
Exercise price

$
11.50

Fair value of Units

$
0.32

~~The following table presents the changes in the fair value of warrant liabilities:~~

 

Public

Private Placement

Warrant Liabilities
Initial measurement of fair value on January 11, 2021

$
11,247,000

$
235,800

$
11,482,800
Change in valuation inputs or other assumptions

(1,380,000)

(95,400)

(1,475,400)
Fair value as of March 31, 2021

9,867,000

140,400

10,007,400
Change in valuation inputs or other assumptions

(414,000)

(36,000)

(450,000)
Fair value as of June 30,2021

9,453,000

104,400

9,557,400
Change in valuation inputs or other assumptions

(4,119,300)

(46,800)

(4,166,100)
Fair value as of September 30,2021

$
5,333,700

$
57,600

$
5,391,300


Input	March 31, 2022			December 31, 2021
Risk-free interest rate		2.41	%		1.11	%
Expected term to initial business combination (years)		0.50 years			0.47 years
Dividend yield		0	%		0	%
Expected volatility		7.8	%		17.0	%
Exercise price	$	11.50		$	11.50
Fair value of Units	$	0.4503		$	0.8482

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3.

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VECTOIQ ACQUISITION CORP. II

Notes to Unaudited Condensed Interim Financial Statements

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our warrants classified as Level 3:


	Private Placement
	Warrants
Initial measurement of fair value on December 31, 2021	$	152,676
Change in valuation inputs or other assumptions		(71,622)
Fair value as of March 31, 2022	$	81,054

Note 9 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a blank check company incorporated on August 10, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our offering and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to ~~September 30, 2021~~March 31, 2022, were organizational activities, those necessary to prepare for the initial public offering, described below, and, after the initial public offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

As a result of the restatement described in Note 2 of the notes to the financial statements included herein, we classify the warrants issued in connection with our Initial Public Offering as liabilities at their fair value and adjust the warrant instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.

For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we had a net income of ~~$5,006,392,~~$2,511,656, which consisted of ~~general and administrative expenses of $1,617,391 offset by a reimbursement for consulting fees of $450,000 classified as a reduction in general and administrative expenses,~~ the change in the fair value of the warrant liability of ~~$6,091,500~~2,762,622 and interest earned on investment held in the trust account of ~~$82,283.~~

$42,303 offset by general and administrative expenses of $293,269.

For the three months ended ~~September 30,~~March 31, 2021, we had a net ~~income~~loss of ~~$4,390,529,~~$568,033, which consisted of general and administrative expenses of ~~$241,366~~$914,444 offset by ~~a reimbursement for consulting fees of $450,000 classified as a reduction in general and administrative expenses,~~ the change in the fair value of the warrant liability of ~~$4,166,100~~$294,174 and interest earned on investment held in the trust account of ~~$15,795.~~

$52,237.

Liquidity and Capital Resources

~~Until the consummation of the Initial Public Offering, as described below, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.~~

~~On January 6, 2021, the registration statement for the Company’s Initial Public Offering was declared effective.~~ On January 11, 2021, ~~the Company~~we consummated ~~the~~our initial public offering (the “Initial Public Offering”) of 34,500,000 units (the “Units” and, with respect to the class A common stock included in the Units sold, the ~~Public Shares,~~“Public Shares”), which included the exercise in full by the underwriters of their overallotment option in the amount of 4,500,000 Units, at $10 per unit, generating gross proceeds of $345,000,000.

Simultaneously with the closing of the ~~Initial Public Offering,~~IPO, the Company ~~sold,~~consummated the sale, in a private placement, of 900,000 ~~Private~~units (each, a “Private Placement ~~Units~~Unit” and collectively, the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $9,000,000.

~~Transaction costs amounted to $19,586,126, consisting~~For the three months ended March 31, 2022, cash used in operating activities was $411,784. Net income of ~~$6,900,000~~$2,511,656 was decreased by $2,762,622 for the change in ~~cash underwriting fees, $12,075,000~~the fair value of ~~deferred underwriting fees, and $611,126 of other offering costs. Transactions costs amounting to $635,321 were allocated to~~ the warrant liability, and ~~are recorded in general and administrative expenses~~interest earned on investment held in the ~~Statement~~trust account of ~~Operations for~~$42,303 and $118,515 of changes in operating assets and liabilities.

We intend to use substantially all of the ~~nine months ended September 30, 2021. In addition,~~funds held in our trust account, including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable) to complete our initial business combination. We may withdraw interest to pay our taxes. Delaware franchise tax is based on our authorized shares or on our assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares with a maximum aggregate tax of $200,000 per year. We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2022, we had cash available to us of ~~$2,075,000 was~~$322,091 held outside the trust account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the ~~Trust Account (as defined below) and~~extent the interest earned on the trust account is ~~available for the payment of offering costs and for working capital purposes. At September 30, 2021, cash of $853,220 was available~~not sufficient to ~~fund future operating costs.~~pay our taxes.

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~~Following the closing~~In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsors or 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 may repay such loaned amounts out of the ~~Initial Public Offering on January 11, 2021, an amount of $345,000,000 from the net~~ proceeds of the ~~sale~~trust account released to us. In the event that our initial business combination does not close, we may use a portion of the ~~Units in~~working capital held outside the Initial Public Offering and the sale of the Private Placement Units was placed in a Trust Account located in the United States at Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account.trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

~~We do not believe we will need to raise additional funds in order to meet~~If the ~~expenditures required for operating our business. However, if our~~ estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, wethe Company may have insufficient funds available to operate our business prior to ~~our initial~~a Business Combination. Moreover, wethe Company may need to obtain additional financing either to complete ~~our~~a Business Combination or because ~~we become~~the Company becomes obligated to redeem a significant number of ~~our~~ public shares upon ~~completion~~consummation of ~~our~~a Business Combination, in which case wethe Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

The Company has until January 11, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before January 11, 2023, it is uncertain that the Company will be able to consummate a Business Combination by this time. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension on or prior to January 11, 2023, however it is uncertain that the Company will be able to consummate a Business Combination or obtain an extension by this time. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 11, 2023.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2021. 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 purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, administrative and support services, provided to the Company upon completion of our initial public offering.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management 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 income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liability

We account for the warrants issued in connection with our initial public offering in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The initial fair value of the public warrants was estimated using the closing public market price and the Modified Black Scholes Model for the private placement warrants.

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Class A ~~Ordinary Shares~~Common Stock Subject to Possible Redemption

~~All~~We account for our shares of ~~the 34,500,000~~ Class A common stock ~~sold as part of the Units~~subject to possible redemption in ~~the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection~~accordance with the ~~Company’s liquidation, if there is~~guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a ~~stockholder vote or tender offer in connection with the Business Combination~~liability instrument and ~~in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally~~are measured at fair value. Conditionally redeemable ~~Class A~~ common stock (including shares of ~~Class A~~ common stock that feature 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~~our control) are classified as temporary equity. ~~Ordinary liquidation events, which involve the~~At all other times, Class A common stock are classified as shareholders’ equity. Our Class A common stock feature certain redemption ~~and liquidation of all the entity’s equity instruments,~~rights that are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assetsconsidered to be ~~less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed~~ outside of ~~permanent equity.~~our control and subject to occurrence of uncertain future events. Accordingly, ~~34,500,000 shares of~~ Class A common stock subject to possible redemption ~~at the redemption amount were~~are presented ~~at redemption value~~ as temporary equity, outside of the ~~stockholders’ deficit~~shareholders’ equity section of ~~the Company’s~~our balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.00 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.

~~Net Loss per Common Share~~

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period as calculated using the two-class method. At September 30, 2021, we had outstanding warrants to purchase up to 7,080,000 Class A common shares. The weighted average of these shares was excluded from the calculation of diluted net loss per common share since the exercise of the warrants is contingent upon the occurrence of future events. Earnings and losses are shared pro rata between the two classes of common shares.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

~~Table of Contents~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures ~~are controls and other procedures that~~ are designed to ensure that information required to be disclosed by us in our ~~reports filed or submitted under Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms, and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed in our reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including our ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer,~~principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Evaluation~~Under the supervision and with the participation of ~~Disclosure Controls~~our management, including our principal executive officer and ~~Procedures~~

~~As required by Rules 13a-15~~principal financial and ~~15d-15 under the Exchange Act, our Chief Executive Officers and Chief Financial Officer carried out~~accounting officer, we conducted an evaluation of the effectiveness of ~~the design and operation of~~ our disclosure controls and ~~procedures.~~procedures (as defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal quarter ended March 31, 2022. Based upon ~~their~~this evaluation, our ~~Chief Executive Officers~~principal executive officer and ~~Chief Financial Officer~~principal financial and accounting officer have concluded that during the period covered by this Quarterly Report, our disclosure controls and procedures were not effective, ~~as of September 30, 2021,~~ due to a(i) the material ~~weaknesses~~weakness in our internal control over financial reporting related to analyzing complex financial instruments, including warrant liabilities and redeemable Class A ~~ordinary shares~~common stock as temporary ~~equity. Also, the Company did not properly account~~equity, and accounting for the accretion of certain costs in computing earnings per ~~share.~~share, previously disclosed in our quarterly report for the quarter ended September 30, 2021, and (ii) our failure to record an accrual relating to a contingent fee arrangement, constituting an additional material weakness. In light of ~~this~~these material ~~weakness,~~weaknesses, we performed additional analysis as deemed necessary to ensure that our ~~unaudited interim~~ financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented. Regarding the restatements to the March 31, 2021, and June 30, 2021 quarterly financial statements included in the Company's Form 10-Qs, as filed with the SEC on May 24, 2021 and August 9, 2021, respectively, as well as the Company's balance sheet included on the Company's Form 8-K, as filed with the SEC on January 19,2021, and restated on the Form 10-Q filed with the SEC on May 24, 2021, certain redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A ordinary shares in permanent equity. The Company restated its financial statements to classify all Class A ordinary shares as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity. Additionally, the Company did not properly account for the accretion of certain costs in computing earnings per share and did not classify certain of its warrants as liabilities. It is noted that the non-cash adjustments to the financial statements do not impact the amounts previously reported for our cash and cash equivalents or total assets. In light of these material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

Other ~~then~~than as ~~noted~~described above, there was no change in our internal control over financial reporting that occurred during the ~~fiscal~~ quarter ended of ~~2021~~March 31, 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the material weaknesses, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in ~~our final prospectus~~Annual Report on Form 10-K/A for ~~our Initial Public Offering~~the year ended December 31, 2021, filed with the SEC on ~~January 8, 2021.~~April 21, 2022 (the “Annual Report”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our ~~final prospectus~~Annual Report, except for the following amended and restated risk factor:

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our ~~Initial Public Offering filed~~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 ~~the~~certain SEC ~~on January 8, 2021, except we~~and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may ~~disclose changes to such factors or disclose additional factors~~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, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete our initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ~~future filings with~~business, including our ability to negotiate and complete our initial business combination and may increase the ~~SEC.~~costs and time related thereto.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 11, 2021, we consummated the Initial Public Offering of 34,500,000 Units, inclusive of 4,500,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option at a price of $10.00 per Unit, generating total gross proceeds of $345,000,000. Cowen and Company, LLC and Morgan Stanley acted as the joint book-running of managers the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-251510). The Securities and Exchange Commission declared the registration statements effective on January 6, 2021.

Simultaneous with the consummation of the Initial Public Offering, and the full exercise of the over-allotment option, we consummated the private placement of an aggregate of 900,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $9,000,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the sale of the Private Placement Warrants, $345,000,000 was placed in the Trust Account.

We paid a total of $6,900,000 in underwriting discounts and commissions and ~~$611,126~~$641,726 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer up to $12,075,000 in underwriting discounts and commissions.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Table of Contents

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

2728

Table of Contents

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


No.		Description of Exhibit
~~1.1~~		~~Underwriting Agreement, dated January 6, 2021, between the Company and Cowen and Company, LLC.~~ ⁽¹⁾
3.1		Amended and Restated Certificate of Incorporation of the Company. ⁽¹⁾
4.1		Warrant Agreement, dated January 6, 2021, between the Company and Continental Stock Transfer & Trust Company. ⁽¹⁾
10.1		Letter Agreement, dated January 6, 2021, among the Company, VectoIQ Holdings II, LLC and each of the executive officers, directors and director nominees of the Company. ⁽¹⁾
10.2		Investment Management Trust Agreement, dated January 6, 2021, between the Company and Continental Stock Transfer & Trust Company. ⁽¹⁾
10.3		Registration Rights Agreement, dated January 6, 2021, among the Company and certain securityholders. ⁽¹⁾
10.4		Unit Subscription Agreement, dated January 6, 2021, between the Company and VectoIQ Holdings II, LLC.⁽¹⁾
10.5		Form of Indemnity Agreement. ⁽²⁾
10.6		Underwriting Agreement, dated January 6, 2021, between the Company and Cowen and Company, LLC. ⁽¹⁾
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Date File, formatted in Inline XBRL (contained in Exhibit 101)

*Filed herewith.

**Furnished.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on January 12, 2021 and incorporated by reference herein.

(2)	Previously filed as an exhibit to our Registration Statement on Form S-1 (File No. 333-251510), filed with the SEC on December 29, 2020, and incorporated by reference herein.

2829

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	VECTOIQ ACQUISITION CORP. II

Date: ~~December 9, 2021~~May 16, 2022	By:	/s/ Stephen Girsky
	Name:	Stephen Girsky
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: ~~December 9, 2021~~May 16, 2022	By:	/s/ Steve Shindler
	Name:	Steve Shindler
	Title:	Chief Financial Officer
		(Principal Accounting Officer and Financial Officer)

2930


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September 30, 2021~~March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware		85-2482699
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant	VTIQU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	VTIQ	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	VTIQW	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


		PAGE #
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Condensed Balance Sheet as of ~~September 30, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020~~2021	3

	Condensed ~~Statements~~Statement of Operations for the ~~nine and~~ three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and for the period from August 10, 2020 (inception) through September 30, 2020~~ (unaudited)	4

	Condensed ~~Statements~~Statement of Shareholders’ ~~Equity (Deficit)~~Deficit for the ~~nine and~~ three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and for the period from August 10, 2020 (inception) through September 30, 2020~~ (unaudited)	5

	Condensed ~~Statements~~Statement of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and for the period from August 10, 2020 (inception) through September 30, 2020~~ (unaudited)	6

	Notes to Condensed Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2324

Item 3.	Defaults Upon Senior Securities.	2526

Item 4.	Controls and Procedures.	26

PART II.	OTHER INFORMATION	27

Item 6.	Exhibits.	2829

	Signatures	2930


	Three months ended March 31,
	2022		2021, as restated
General and administrative expenses	$	293,269	$	914,444
Loss from operations		(293,269)		(914,444)

Other income
Interest earned on investment held in Trust Account		42,303		52,237
Fair value adjustment to warrant liabilities		2,762,622		294,174
		2,804,925		346,411

Net income (loss)	$	2,511,656	$	(568,033)

Weighted average shares outstanding of Class A redeemable ordinary shares		34,500,000		30,666,667

Basic and diluted net income (loss) per share, Class A redeemable ordinary shares	$	0.06	$	(0.01)

Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		9,525,000		9,300,000

Basic and diluted net income (loss) per share, Class A and Class B non-redeemable ordinary shares	$	0.06	$	(0.01)


					For the period								Additional				Total
					from August 10,		Class A Common Stock			Class B Common Stock			Paid-In		Accumulated		Stockholder’s
	Nine months		Three months		2020 (inception)		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
	Ended September 30,		Ended September 30,		through
	2021		2021		September 30, 2020
General and administrative expenses	$	1,167,391	$	(208,634)	$	546
Net (loss) income from operations		(1,167,391)		208,634		(546)

Other income
Interest earned on investment held in Trust Account		82,283		15,795		—
Fair value adjustment to warrant liabilities		6,091,500		4,166,100		—
		6,173,783		4,181,895		—

Net income (loss)	$	5,006,392	$	4,390,529	$	(546)

Weighted average shares outstanding , public shares		34,500,000		34,500,000		—

Basic and diluted net income per share, public shares	$	0.88	$	0.00	$	0.00

Weighted average shares outstanding, private shares		9,450,824		9,525,000		7,500,000

Basic and diluted net income (loss) per share, private shares	$	(2.67)	$	0.46	$	(0.00)
Balance – January 1, 2022							900,000	$	90	8,625,000	$	863	$	—	$	(18,841,185)	$	(18,840,232)
Net income							—		—	—		—		—		2,511,656		2,511,656
Balance – March 31, 2022 (unaudited)							900,000	$	90	8,625,000	$	863	$	—	$	(16,329,529)	$	(16,328,576)


	Nine months	Three months
	ended Sptember 30,	ended Sptember 30,
	2021	2021
Total income	5,006,392	4,390,529
Accretion of temporary equity to redemption value	(30,197,805)	—
Interest income	(82,283)	(15,795)
Net loss including accretion of temporary equity to redemption value	(25,273,696)	4,374,734


	January 11, 2021
	Initial Measurement
				Private
Input	Public			Placement
Risk-free interest rate		1.58	%		1.58	%
Expected term to initial business combination (years)		6.08 years			1.08 years
Dividend yield		0			0	%
Expected volatility		35	%		35	%
Exercise price	$	11.50		$	11.50
Fair value of Warrants	$	1.63		$	1.31


	September 30, 2021
	Subsequent Measurement
Input	Private Placement
Risk-free interest rate		0.04	%
Expected term to initial business combination (years)		0.36 years
Dividend yield		0	%
Expected volatility		38.0	%
Exercise price	$	11.50
Fair value of Units	$	0.32


	Public		Private Placement		Warrant Liabilities
Initial measurement of fair value on January 11, 2021	$	11,247,000	$	235,800	$	11,482,800
Change in valuation inputs or other assumptions		(1,380,000)		(95,400)		(1,475,400)
Fair value as of March 31, 2021		9,867,000		140,400		10,007,400
Change in valuation inputs or other assumptions		(414,000)		(36,000)		(450,000)
Fair value as of June 30,2021		9,453,000		104,400		9,557,400
Change in valuation inputs or other assumptions		(4,119,300)		(46,800)		(4,166,100)
Fair value as of September 30,2021	$	5,333,700	$	57,600	$	5,391,300