UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
¨ 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: 001-38495
VECTOIQ ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 82-4151153 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1354 Flagler Drive
Mamaroneck, NY 10543
(Address of principal executive offices)
(Zip Code)
(646) 475-8506
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol (s) | Name of Each Exchange on Which Registered | ||
Common stock, $0.0001 par value per share Warrants to purchase one share of Common Stock Units, each consisting of one share of Common Stock and one Warrant | VTIQ VTIQW VTIQU | Nasdaq Capital Market Nasdaq Capital Market Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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 x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definite proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 x | Non-accelerated filer ¨ | Smaller reporting company ¨ Emerging growth company x |
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 x No ¨
The aggregate market value of the voting stock held by non-affiliates of the Registrant on June 30, 2019, based upon the closing price of $10.13 of the Registrant’s common stock as reported on the Nasdaq Capital Market, was approximately $253.2 million. For purposes of this computation, all officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at March 6, 2020 | |
| Common stock, $0.0001 par value per share | 29,640,000 shares |
EXPLANATORY NOTE
This Amendment No. 1 to the Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K of VectoIQ Acquisition Corp. for the year ended December 31, 2019 filed on March 6, 2020 (the “Original Filing”) for the sole purpose of (i) revising Item 9A. Controls and Procedures to add a report of management’s assessment regarding internal control over financial reporting and (ii) amending Exhibits 31.1 and 31.2 to include certain certifications that were inadvertently not included in such Exhibits in the Original Filing.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also includes currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.
No other changes have been made to the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the Securities and Exchange Commission.
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Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of the end of our fiscal year ended December 31, 2019, an evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) was carried out by our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based upon that evaluation, the CEO and CFO have concluded that as of the end of that fiscal year, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities Exchange Commission (the "Commission") rules and forms and (ii) accumulated and communicated to the management of the registrant, including the CEO and CFO, to allow timely decisions regarding required disclosure.
It should also be noted that the CEO and CFO believe that our disclosure controls and procedures provide a reasonable assurance that they are effective, they do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards into the process to reduce, though not fully eliminate, risk.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework (New Framework). Based on our management’s assessment and those criteria, our management has determined that we maintained effective internal control over financial reporting as of December 31, 2019.
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm on our internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies.”
Changes in internal controls over financial reporting.
There were no changes in the Company’s internal controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated May 15, 2018, among the Registrant, Cowen and Company, LLC and Chardan Capital Markets, LLC.(1) | |
| 1.2 | Business Combination Marketing Agreement, dated May 15, 2018, among the Registrant, Cowen and Company, LLC and Chardan Capital Markets, LLC.(1) | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant.(1) | |
| 3.2 | Bylaws of the Registrant.(2) | |
| 4.1 | Warrant Agreement, dated May 15, 2018, between the Registrant and Continental Stock Transfer & Trust Company.(1) | |
| 4.2 | Description of securities of the Registrant.(5) | |
| 10.1 | Letter Agreement, dated May 15, 2018, among the Registrant ,VectoIQ Holdings, LLC, Cowen Investments II LLC and the Registrant’s officers and directors.(1) | |
| 10.2 | Investment Management Trust Agreement, dated May 15, 2018, between the Registrant and Continental Stock Transfer & Trust Company.(1) | |
| 10.3 | Unit Purchase Agreement, dated May 15, 2018, between the Registrant and VectoIQ Holdings, LLC.(1) | |
| 10.4 | Unit Purchase Agreement, dated May 15, 2018, between the Registrant and Cowen Investments LLC.(1) | |
| 10.5 | Registration Rights Agreement, dated May 15, 2018, among the Registrant, VectoIQ Holdings, LLC, Cowen Investments LLC, Cowen Investments II LLC and the Registrant’s other initial stockholders.(1) | |
| 10.6 | Administrative Services Agreement, dated May 15, 2018, between the Registrant and VectoIQ Holdings, LLC.(1) | |
| 10.7 | Form of Subscription Agreement between the Company, VectoIQ Holdings, LLC and the anchor investors.(2) | |
| 10.8 | Form of Amendment to Subscription Agreement between the Company, VectoIQ Holdings, LLC and the anchor investors.(4) | |
| 10.9 | Amended and Restated Forward Purchase Agreement, dated May 14, 2018, between the Registrant and the forward purchase investor.(4) | |
| 14 | Code of Ethics.(3) | |
| 31.1 | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 31.2 | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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| Exhibit Number | Description | |
| 32.1 | Certification of Chief Executive Officer (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 Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
| 99.1 | Audit Committee Charter.(3) | |
| 99.2 | Compensation Committee Charter.(3) | |
| 101.INS | XBRL Instance Document(5) | |
| 101.SCH | XBRL Taxonomy Extension Schema Document(5) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document(5) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document(5) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document(5) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document(5) |
| * | Filed herewith. | |
| (1) | Incorporated by reference to an exhibit to the Company’s current report on Form 8-K filed with the SEC on May 21, 2018. | |
| (2) | Incorporated by reference to an exhibit to the Company’s Form S-1, filed with the SEC on April 19, 2018. | |
| (3) | Incorporated by reference to an exhibit to the Company’s Form S-1/A, filed with the SEC on May 7, 2018. | |
| (4) | Incorporated by reference to an exhibit to the Company’s form S-1/A, filed with the SEC on May 15, 2018. | |
| (5) | Incorporated by reference to an exhibit to the Company’s Form 10-K, filed with the SEC on March 6, 2020. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VectoIQ Acquisition Corp. | ||
| Dated: April 15, 2020 | By: | /s/ Stephen Girsky |
| Stephen Girsky | ||
| Chief Executive Officer | ||
| Dated: April 15, 2020 | By: | /s/ Steve Shindler |
| Steve Shindler | ||
| Chief Financial Officer | ||
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