Nikola (NKLA) 10-Q 3 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Oct. 31, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-38495
Entity Registrant Name	Nikola Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-4151153
Entity Address, Address Line One	4141 E Broadway Road
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85040
City Area Code	480
Local Phone Number	666-1038
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	NKLA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		478,851,041
Entity Central Index Key	0001731289
Document Fiscal Year Focus	2022
Amendment Flag	false
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 315,731	$ 497,241
Restricted cash and cash equivalents	600	0
Accounts receivable, net	37,662	0
Inventory	81,069	11,597
Prepaid expenses and other current assets	51,858	15,891
Total current assets	486,920	524,729
Restricted cash and cash equivalents	87,459	25,000
Long-term deposits	37,161	27,620
Property, plant and equipment, net	365,049	244,377
Intangible assets, net	93,609	97,181
Investment in affiliates	76,505	61,778
Goodwill	5,238	5,238
Other assets	7,484	3,896
Total assets	1,159,425	989,819
Current liabilities
Accounts payable	92,511	86,982
Accrued expenses and other current liabilities	170,707	93,487
Debt and finance lease liabilities, current	14,357	140
Total current liabilities	277,575	180,609
Long-term debt and finance lease liabilities, net of current portion	283,258	25,047
Operating lease liabilities	5,410	2,263
Warrant liability	791	4,284
Other long-term liabilities	28,349	84,033
Deferred tax liabilities, net	13	11
Total liabilities	595,396	296,247
Commitments and contingencies (Note 9)
Stockholders' equity
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value, 800,000,000 and 600,000,000 shares authorized as of September 30, 2022 and December 31, 2021, respectively, 455,205,699 and 413,340,550 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	46	41
Additional paid-in capital	2,379,191	1,944,341
Accumulated deficit	(1,812,784)	(1,250,612)
Accumulated other comprehensive loss	(2,424)	(198)
Total stockholders' equity	564,029	693,572
Total liabilities and stockholders' equity	$ 1,159,425	$ 989,819

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Stockholders' equity
Preferred stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	150,000,000	150,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	800,000,000	600,000,000
Common stock, shares issued (in shares)	455,205,699	413,340,550
Common stock, shares outstanding (in shares)	455,205,699	413,340,550

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues:
Revenue	$ 24,241	$ 0	$ 44,262	$ 0
Cost of revenues:
Cost of revenue	54,410	0	103,257	0
Gross loss	(30,169)	0	(58,995)	0
Operating expenses:
Research and development	66,683	78,896	204,346	201,785
Selling, general, and administrative	132,865	192,929	289,916	329,028
Total operating expenses	199,548	271,825	494,262	530,813
Loss from operations	(229,717)	(271,825)	(553,257)	(530,813)
Other income (expense):
Interest expense, net	(7,735)	(118)	(10,754)	(219)
Revaluation of warrant liability	586	4,467	3,493	2,907
Other income, net	2,617	1,057	4,423	174
Loss before income taxes and equity in net loss of affiliates	(234,249)	(266,419)	(556,095)	(527,951)
Income tax expense	1	1	3	4
Loss before equity in net loss of affiliates	(234,250)	(266,420)	(556,098)	(527,955)
Equity in net loss of affiliates	(1,984)	(1,147)	(6,074)	(3,067)
Net loss	$ (236,234)	$ (267,567)	$ (562,172)	$ (531,022)
Net loss per share:
Basic (in dollars per share)	$ (0.54)	$ (0.67)	$ (1.32)	$ (1.34)
Diluted (in dollars per share)	$ (0.54)	$ (0.68)	$ (1.32)	$ (1.35)
Weighted-average shares outstanding:
Basic (in shares)	438,416,393	400,219,585	426,382,736	395,691,795
Diluted (in shares)	438,416,393	400,230,669	426,382,736	395,860,876
Truck sales
Revenues:
Revenue	$ 23,853	$ 0	$ 41,236	$ 0
Cost of revenues:
Cost of revenue	54,080	0	100,861	0
Service and other
Revenues:
Revenue	388	0	3,026	0
Cost of revenues:
Cost of revenue	$ 330	$ 0	$ 2,396	$ 0

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (236,234)	$ (267,567)	$ (562,172)	$ (531,022)
Other comprehensive loss:
Foreign currency translation adjustment, net of tax	(1,237)	(123)	(2,226)	(358)
Comprehensive loss	$ (237,471)	$ (267,690)	$ (564,398)	$ (531,380)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Tumim Purchase Agreement	Equity Distribution Agreement	Common Stock	Common Stock Tumim Purchase Agreement	Common Stock Equity Distribution Agreement	Additional Paid-in Capital	Additional Paid-in Capital Tumim Purchase Agreement	Additional Paid-in Capital Equity Distribution Agreement	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period (in shares) at Dec. 31, 2020				391,041,347
Balance at beginning of period at Dec. 31, 2020	$ 980,141			$ 39			$ 1,540,037			$ (560,174)	$ 239
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)				3,182,359
Exercise of stock options	3,981			$ 1			3,980
Issuance of shares for RSU awards (in shares)				1,721,686
Common stock issued for commitment shares (in shares)				407,743
Common stock issued for commitment shares	5,564						5,564
Common stock issued for investment in affiliates, net of common stock with embedded put right (in shares)				1,682,367
Common stock issued for investment in affiliates, net of common stock with embedded put right	19,139						19,139
Reclassification from mezzanine equity to equity after elimination of put right	5,532						5,532
Common stock issued (in shares)					6,270,740
Common stock issued		$ 72,866						$ 72,866
Stock-based compensation	151,983						151,983
Net loss	(531,022)									(531,022)
Other comprehensive loss	(358)										(358)
Balance at end of period (in shares) at Sep. 30, 2021				404,306,242
Balance at end of period at Sep. 30, 2021	707,826			$ 40			1,799,101			(1,091,196)	(119)
Balance at beginning of period (in shares) at Jun. 30, 2021				397,077,561
Balance at beginning of period at Jun. 30, 2021	844,777			$ 40			1,668,362			(823,629)	4
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)				252,442
Exercise of stock options	355			$ 0			355
Issuance of shares for RSU awards (in shares)				453,459
Common stock issued for commitment shares (in shares)				252,040
Common stock issued for commitment shares	2,939						2,939
Reclassification from mezzanine equity to equity after elimination of put right	5,532						5,532
Common stock issued (in shares)					6,270,740
Common stock issued		72,866						72,866
Stock-based compensation	49,047						49,047
Net loss	(267,567)									(267,567)
Other comprehensive loss	(123)										(123)
Balance at end of period (in shares) at Sep. 30, 2021				404,306,242
Balance at end of period at Sep. 30, 2021	$ 707,826			$ 40			1,799,101			(1,091,196)	(119)
Balance at beginning of period (in shares) at Dec. 31, 2021	413,340,550			413,340,550
Balance at beginning of period at Dec. 31, 2021	$ 693,572			$ 41			1,944,341			(1,250,612)	(198)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	1,581,791			1,581,791
Exercise of stock options	$ 1,970			$ 1			1,969
Issuance of shares for RSU awards (in shares)				4,025,887
Common stock issued (in shares)					17,248,244	19,009,227
Common stock issued		$ 123,672	$ 97,999		$ 2	$ 2		$ 123,670	$ 97,997
Stock-based compensation	211,214						211,214
Net loss	(562,172)									(562,172)
Other comprehensive loss	$ (2,226)										(2,226)
Balance at end of period (in shares) at Sep. 30, 2022	455,205,699			455,205,699
Balance at end of period at Sep. 30, 2022	$ 564,029			$ 46			2,379,191			(1,812,784)	(2,424)
Balance at beginning of period (in shares) at Jun. 30, 2022				433,475,084
Balance at beginning of period at Jun. 30, 2022	599,251			$ 43			2,176,945			(1,576,550)	(1,187)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)				1,296,206
Exercise of stock options	1,405			$ 1			1,404
Issuance of shares for RSU awards (in shares)				1,425,182
Common stock issued (in shares)						19,009,227
Common stock issued			$ 97,999			$ 2			$ 97,997
Stock-based compensation	102,845						102,845
Net loss	(236,234)									(236,234)
Other comprehensive loss	$ (1,237)										(1,237)
Balance at end of period (in shares) at Sep. 30, 2022	455,205,699			455,205,699
Balance at end of period at Sep. 30, 2022	$ 564,029			$ 46			$ 2,379,191			$ (1,812,784)	$ (2,424)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (562,172)	$ (531,022)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	16,472	5,959
Stock-based compensation	211,214	151,983
Non-cash in-kind services	0	40,230
Equity in net loss of affiliates	6,074	3,067
Revaluation of financial instruments	(94)	(3,226)
Issuance of common stock for commitment shares	0	5,564
Inventory write-downs	16,617	0
Non-cash interest expense	8,890	0
Other non-cash activity	476	1,010
Changes in operating assets and liabilities:
Accounts receivable, net	(37,662)	0
Inventory	(97,952)	(3,644)
Prepaid expenses and other current assets	(10,371)	(7,090)
Accounts payable, accrued expenses and other current liabilities	25,128	147,160
Long-term deposits	(8,356)	(4,705)
Other assets	(912)	0
Operating lease liabilities	(416)	0
Other long-term liabilities	1,605	(655)
Net cash used in operating activities	(431,459)	(195,369)
Cash flows from investing activities
Purchases and deposits of property, plant and equipment	(118,436)	(113,680)
Investments in affiliates	(23,027)	(25,000)
Issuance of senior secured note receivable and prepaid acquisition-related consideration	(21,910)	0
Settlement of Second Price Differential	(6,588)	0
Proceeds from sale of equipment	18	200
Net cash used in investing activities	(169,943)	(138,480)
Cash flows from financing activities
Proceeds from the exercise of stock options	1,645	4,194
Proceeds from issuance of shares under the Tumim Purchase Agreements	123,672	72,866
Proceeds from issuance of Convertible Notes, net of discount and issuance costs	183,504	0
Proceeds from issuance of common stock under Equity Distribution Agreement, net of commissions paid	100,512	0
Proceeds from issuance of Collateralized Promissory Notes	54,000	0
Proceeds from issuance of financing obligation, net of issuance costs	44,007	0
Proceeds from insurance premium financing	6,637	0
Repayment of debt and notes	(28,125)	(4,100)
Payments on insurance premium financing	(2,635)	0
Payments on finance lease liabilities and financing obligation	(266)	(759)
Payments for issuance costs	0	(644)
Net cash provided by financing activities	482,951	71,557
Net decrease in cash and cash equivalents, including restricted cash	(118,451)	(262,292)
Cash and cash equivalents, including restricted cash, beginning of period	522,241	849,278
Cash and cash equivalents, including restricted cash, end of period	403,790	586,986
Supplementary cash flow disclosures:
Cash paid for interest	2,643	573
Cash interest received	257	456
Supplementary disclosures for noncash investing and financing activities:
Purchases of property, plant and equipment included in liabilities	28,912	21,001
Accrued paid in kind interest	7,284	0
Accrued commissions under Equity Distribution Agreement	2,513	0
Embedded derivative asset bifurcated from Convertible Notes	1,500	0
Stock option proceeds receivable	325	0
Accrued debt issuance costs	311	0
Accrued deferred issuance costs	0	439
Leased assets obtained in exchange for new finance lease liabilities	698	11,125
Common stock issued for commitment shares	0	5,564
Common stock issued for investments in affiliates, including common stock with embedded put right	0	32,376
Acquired intangible assets included in liabilities	$ 0	$ 47,181

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION (a) Overview Nikola Corporation (‘‘Nikola’’ or the ‘‘Company’’) is a designer and manufacturer of heavy-duty commercial battery-electric and hydrogen-electric vehicles and energy infrastructure solutions. (b) Unaudited Consolidated Financial Statements The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. A ll dollar amounts are in thousands, unless otherwise noted. Prior to the start of production for the Tre battery-electric vehicle ("BEV") trucks late in the first quarter of 2022, pre-production activities, including manufacturing readiness, process validation, prototype builds, freight, inventory write-downs, and operations of the Company's manufacturing facility in Coolidge, Arizona were recorded as research and development activities on the Company's consolidated statements of operations. Commensurate with the start of production, manufacturing costs, including labor and overhead, as well as inventory-related expenses related to the Tre BEV trucks, and related facility costs, are recorded in cost of revenues beginning in the second quarter of 2022. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. (c) Funding Risks and Going Concern As an early stage growth company, the Company's ability to access capital is critical. Until the Company can generate sufficient revenue to cover its operating expenses, working capital and capital expenditures, the Company will need to raise additional capital. Additional stock financing may not be available on favorable terms and could be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back, or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, financial condition and results of operations. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. As of the date of this Quarterly Report on Form 10-Q, the Company’s existing cash resources and existing borrowing availability are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company's existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Cash, Cash Equivalents and Restricted Cash and Cash Equivalents The Company considers investments in money market funds with a floating net asset value to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company had $315.7 million and $497.2 million of cash and cash equivalents, which included cash equivalents of zero and $463.9 million of highly liquid investments as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company had $88.1 million and $25.0 million, respectively, in current and non-current restricted cash. Restricted cash represents cash that is restricted as to withdrawal or usage and consists of securitization of the Company's letters of credit, leases, and debt. See Note 5, Debt and Finance Lease Liabilities, for additional details. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of September 30, 2022 December 31, 2021 September 30, 2021 Cash and cash equivalents $ 315,731 $ 497,241 $ 586,986 Restricted cash and cash equivalents – current 600 — — Restricted cash and cash equivalents – non-current 87,459 25,000 — Cash, cash equivalents and restricted cash and cash equivalents $ 403,790 $ 522,241 $ 586,986 (b) Accounts Receivable, net Accounts receivable, net, are reported at the invoiced amount, less an allowance for potential uncollectible amounts. The Company had no allowance for uncollectible amounts as of September 30, 2022 and December 31, 2021. (c) Fair Value of Financial Instruments The carrying value and fair value of the Company’s financial instruments are as follows: As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 500 $ 500 Senior secured note receivable — — 10,081 10,081 Liabilities Warrant liability $ — $ — $ 791 $ 791 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 463,867 $ — $ — $ 463,867 Liabilities Warrant liability $ — $ — $ 4,284 $ 4,284 Derivative liability — — 4,189 4,189 Warrant liability As a result of the Company's business combination with VectoIQ Acquisition Corp. ("VectoIQ") in June 2020 (the "Business Combination"), the Company assumed a warrant liability (the "Warrant Liability") related to previously issued private warrants in connection with VectoIQ's initial public offering. The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value was recognized in revaluation of warrant liability on the consolidated statements of operations. The change in fair value of the Warrant Liability was as follows: Warrant Liability Estimated fair value at December 31, 2021 $ 4,284 Change in estimated fair value (3,493) Estimated fair value at September 30, 2022 $ 791 The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of September 30, 2022 December 31, 2021 Stock price $ 3.52 $ 9.87 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 2.68 3.42 Volatility 90 % 90 % Risk-free rate 4.24 % 1.03 % Expected dividend yield — % — % Put Right and Price Differential derivative liabilities On June 22, 2021 (the "WVR Closing Date"), the Company entered into a Membership Interests Purchase Agreement (the “Original MIPA”) with Wabash Valley Resources LLC (“WVR”) and the sellers party thereto (collectively, the “Sellers”), pursuant to which, the Company purchased a 20% equity interest in WVR in exchange for cash and shares of the Company’s common stock (see Note 4, Investments ). Under the Original MIPA, each Seller had a right but not the obligation, in its sole discretion, to cause the Company to purchase a portion of such Seller’s Shares outside the specified blackout windows, at $14.86 per share of common stock (the "Put Right") with a maximum share repurchase of $10.0 million in aggregate. On the WVR Closing Date, the maximum potential cash settlement from the shares of common stock subject to the Put Right and the fair value of the embedded Put Right was recorded in temporary equity. The fair value of the Put Right was $3.2 million as of the WVR Closing Date. On September 13, 2021, the Company entered into an Amended Membership Interest Purchase Agreement (the "Amended MIPA") with WVR and the Sellers, pursuant to which the Put Right was removed in its entirety and replaced with the first price differential and second price differential (together the "Price Differential"). As a result of the Amended MIPA, the shares of common stock with the embedded Put Right were deemed modified and $13.2 million was reclassified from temporary equity to equity on the consolidated balance sheets. The Price Differential was a freestanding financial instrument and accounted for as a derivative liability. The fair value of the Price Differential upon modification was $7.7 million and recognized as a derivative liability, resulting in a net impact of $5.5 million to equity during the third quarter of 2021. Pursuant to the terms of the Amended MIPA, the first price differential was settled in the fourth quarter of 2021 for $3.4 million and t he second price differential was settled in the third quarter of 2022 for $6.6 million, eliminating the Company's derivative liability balance as of September 30, 2022. The derivative liability was remeasured at each reporting period with changes in its fair value recorded in other income, net on the consolidated statements of operations. The change in fair value of the derivative liability was as follows: Derivative Liability Estimated fair value at December 31, 2021 $ 4,189 Change in estimated fair value 2,399 Settlement of second price differential (6,588) Fair value at September 30, 2022 $ — The fair value of the derivative liability, a level 3 measurement, was estimated using a Monte Carlo simulation model as of December 31, 2021. The application of the Monte Carlo simulation model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of December 31, 2021 Stock price $ 9.87 Strike price $ 14.86 Volatility 100 % Risk-free rate 0.18 % Put Premium derivative asset In June 2022, the Company completed a private placement of $200 million aggregate principal amount of unsecured 8.00% / 11.00% convertible senior paid in kind ("PIK") toggle notes (the “Convertible Notes”). In conjunction with the issuance of the Convertible Notes, the Company entered into a premium letter agreement (the "Put Premium") with the purchasers (the "Note Purchasers") of the Convertible Notes which requires the Note Purchasers to pay $9.0 million to the Company if during the period through the date that is thirty months after the closing date of the private placement of Convertible Notes, the last reported sale price of the Company's common stock has been at least $20.00 for at least 20 trading days during any consecutive 40 trading day periods. The Put Premium is an embedded derivative asset and meets the criteria to be separated from the host contract and carried at fair value. The derivative is measured both initially and in subsequent periods at fair value, with changes in fair value recognized in other income, net on the consolidated statements of operations. The fair value of the derivative asset is included in other assets on the consolidated balance sheets. The change in fair value of the derivative asset was as follows: Derivative asset Estimated fair value as of June 1, 2022 $ 1,500 Change in estimated fair value (1,000) Estimated fair value as of September 30, 2022 $ 500 The fair value of the derivative asset, a level 3 measurement, was estimated using a Monte Carlo simulation model. The application of the Monte Carlo simulation model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: As of September 30, 2022 June 1, 2022 Stock price $ 3.52 $ 6.77 Threshold price $ 20.00 $ 20.00 Remaining term (in years) 2.17 2.50 Volatility 100 % 90 % Risk-free rate 4.18 % 2.73 % Payer cost of debt 6.25 % 4.30 % Senior secured note receivable The Company entered into an Agreement and Plan of Merger and Reorganization dated July 30, 2022 (the "Merger Agreement") with Romeo Power, Inc. ("Romeo") and J Purchaser Corp (“Purchaser”), a wholly-owned subsidiary of the Company. Concurrently with the execution of the Merger Agreement, Romeo and Romeo Systems, Inc., a Delaware corporation and a wholly-owned subsidiary of Romeo (“Romeo Systems”), entered into a Loan and Security Agreement (the “Loan Agreement”) with the Company as the lender. The Loan Agreement provides for a liquidity support senior secured debt facility (the “Facility”) in an aggregate principal amount of up to $30.0 million (subject to certain incremental increases of up to $20.0 million), which shall be available for drawing subject to certain terms and conditions set forth in the Loan Agreement. As of September 30, 2022, the Company issued $10.0 million to Romeo under the terms of the Loan Agreement. The Company elected to account for the senior secured note receivable pursuant to the fair value option under ASC 825. As of September 30, 2022, the fair value of the senior secured note receivable was $10.1 million, based on the recent transaction price. (d) Revenue Recognition Truck sales Truck sales consist of revenue recognized on the sales of the Company's BEV trucks. The sale of a truck is recognized as a single performance obligation at the point in time when control is transferred to the customer (dealers). Control is deemed transferred when the product is picked up by the carrier and the customer (dealer) can direct the product's use and obtain substantially all of the remaining benefits from the product. The Company does not offer returns on truck sales. Payment for trucks sold are made in accordance with the Company's customary payment terms. The Company has elected an accounting policy whereby the Company does not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. Sales tax collected from customers is not considered revenue and is accrued until remitted to the taxing authorities. Shipping and handling activities occur after the customer has obtained control of the product, thus the Company has elected to account for those expenses as fulfillment costs in cost of revenues, rather than an additional promised service. Services and other Services and other revenues consist of sales of mobile charging trailers ("MCTs"). The sale of MCTs is recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is deemed transferred when the product is delivered to the customer and the customer can direct the product's use and obtain substantially all of the remaining benefits from the asset. The Company does not offer sales returns on MCTs. Payment for products sold are made in accordance with the Company's customary payment terms and the Company's MCT contracts do not have significant financing components. The Company has elected to exclude sales taxes from the measurement of the transaction price. (e) Warranties Warranty costs are recognized upon transfer of control of trucks to dealers, and are estimated based on factors including the length of the warranty, product costs, supplier warranties, and product failure rates. Warranty reserves are reviewed and adjusted quarterly to ensure that accruals are adequate to meet expected future warranty obligations. Initial warranty data is limited early in the launch of a new product and accordingly, future adjustments to the warranty accrual may be material. The change in warranty liability for the three and nine months ended September 30, 2022 is summarized as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Accrued warranty - beginning of period $ 2,203 $ — Warranty costs incurred (200) (200) Net changes in liability for pre-existing warranties (213) — Provision for new warranties 2,611 4,601 Accrued warranty - end of period $ 4,401 $ 4,401 As of September 30, 2022, warranty accrual for $1.1 million is recorded in accrued expenses and other current liabilities and $3.3 million in other long-term liabilities on the consolidated balance sheets. (f) Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021-10, Government Assistance, to increase transparency of government assistance which requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 and early adoption is permitted. The Company will adopt ASU 2021-10 for the year ended December 31, 2022, which will have an immaterial impact to the Company's consolidated financial statements.

BALANCE SHEET COMPONENTS

BALANCE SHEET COMPONENTS	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BALANCE SHEET COMPONENTS	BALANCE SHEET COMPONENTS Inventory Inventory consisted of the following at September 30, 2022 and December 31, 2021, respectively: As of September 30, 2022 December 31, 2021 Raw materials $ 63,398 $ 7,344 Work in process 5,547 4,253 Finished goods 10,935 — Service parts 1,189 — Total inventory $ 81,069 $ 11,597 Inventory cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Inventories are stated at the lower of cost or net realizable value. Inventories are written down for any excess or obsolescence and when net realizable value, which is based upon estimated selling prices, is in excess of carrying value. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration of or increase in that newly established cost basis. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at September 30, 2022 and December 31, 2021, respectively: As of September 30, 2022 December 31, 2021 Prepaid acquisition-related consideration $ 11,910 $ — Prepaid expenses 11,750 5,116 Senior secured note receivable 10,081 — Non-trade receivables 7,206 2,717 HQ Sale Agreement receivable 4,528 — Deposits 4,204 5,615 Deferred implementation costs 2,179 2,443 Total prepaid expenses and other current assets $ 51,858 $ 15,891 Prepaid acquisition-related consideration As part of the Loan Agreement entered into with Romeo, the Company agreed to a short-term battery price increase which will be considered part of the merger consideration upon closing of the transaction. Deferred implementation costs Deferred implementation costs are amortized on a straight-line basis over the estimated useful life of the related software. During the second quarter of 2022, the Company re-assessed the estimated useful life of its existing enterprise resource planning system as a result of ongoing re-implementation, resulting in a shorter useful life and prospective change in amortization. The Company recorded $1.2 million and $2.4 million of amortization expense on the consolidated statements of operations for the three and nine months ended September 30, 2022, respectively, related to deferred implementation costs. Amortization during the three and nine months ended September 30, 2021 was immaterial. Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following at September 30, 2022 and December 31, 2021: As of September 30, 2022 December 31, 2021 Construction-in-progress $ 161,798 $ 103,515 Buildings 127,797 104,333 Machinery and equipment 51,178 36,551 Land 20,762 15 Demo vehicles 12,751 888 Software 8,449 7,562 Other 3,473 3,011 Leasehold improvements 2,953 2,883 Furniture and fixtures 1,492 1,480 Finance lease assets 1,338 646 Property, plant and equipment, gross 391,991 260,884 Less: accumulated depreciation and amortization (26,942) (16,507) Total property, plant and equipment, net $ 365,049 $ 244,377 Construction-in-progress on the Company's consolidated balance sheets as of September 30, 2022 relates primarily to the expansion of the Company's manufacturing plant in Coolidge, Arizona, development of hydrogen infrastructure, and build-out of the Company's headquarters and R&D facility in Phoenix, Arizona. Depreciation expense for the three months ended September 30, 2022 and 2021 was $3.9 million and $2.2 million, respectively. Depreciation expense for the nine months ended September 30, 2022 and 2021 was $10.5 million and $5.9 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at September 30, 2022 and December 31, 2021: As of September 30, 2022 December 31, 2021 Settlement liability $ 70,000 $ 50,000 Accrued purchase of intangible asset 29,398 11,344 Other accrued expenses 20,318 8,699 Inventory received not yet invoiced 19,017 8,253 Accrued legal expenses 17,784 5,664 Accrued payroll and payroll related expenses 7,570 2,521 Accrued purchases of property, plant and equipment 6,620 2,817 Derivative liability — 4,189 Total accrued expenses and other current liabilities $ 170,707 $ 93,487

INVESTMENTS IN AFFILIATES

INVESTMENTS IN AFFILIATES	9 Months Ended
	Sep. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
INVESTMENTS IN AFFILIATES	INVESTMENTS IN AFFILIATES Investments in unconsolidated affiliates accounted for under the equity method consist of the following: As of Ownership September 30, 2022 December 31, 2021 Nikola Iveco Europe GmbH 50 % $ 17,636 $ 4,083 Wabash Valley Resources LLC 20 % 57,869 57,695 Nikola - TA HRS 1, LLC 50 % 1,000 — $ 76,505 $ 61,778 Equity in net loss of affiliates on the consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equity in net loss of affiliates: Nikola Iveco Europe GmbH $ (1,959) $ (1,359) $ (5,998) $ (3,279) Wabash Valley Resources LLC (25) 212 (76) 212 Total equity in net loss of affiliates $ (1,984) $ (1,147) $ (6,074) $ (3,067) Nikola Iveco Europe GmbH In April 2020, the Company and Iveco established a joint venture in Europe, Nikola Iveco Europe GmbH. The operations of the joint venture are located in Ulm, Germany, and consist of manufacturing the BEV and FCEV Class 8 trucks for the European and North American markets. In June 2022, the Company and Iveco executed amended agreements to expand the scope of the joint venture operations to include engineering and development of the Nikola Tre BEV European platform. The agreements provide for a 50/50 ownership of the joint venture and a 50/50 allocation of the joint venture's production volumes and profits between the Company and Iveco. Nikola Iveco Europe GmbH is considered a variable interest entity ("VIE") due to insufficient equity to finance its activities without additional subordinated financial support. The Company is not considered the primary beneficiary as it does not have the power to direct the activities that most significantly impact the economic performance based on the terms of the agreements. Accordingly, the VIE is accounted for under the equity method.. During the first quarter of 2022, the Company made a contribution to Nikola Iveco Europe GmbH of €3.0 million (approximately $3.3 million). During the second quarter of 2022, the Company made an additional contribution of €17.0 million (approximately $18.4 million). As of September 30, 2022, the Company's maximum exposure to loss was $27.9 million, which represents the book value of the Company's equity interest and guaranteed debt obligations of $10.3 million. Wabash Valley Resources LLC On June 22, 2021, the Company entered into the Original MIPA with WVR and the Sellers, pursuant to which, the Company purchased a 20% equity interest in WVR in exchange for $25.0 million in cash and 1,682,367 shares of the Company’s common stock. WVR is developing a clean hydrogen project in West Terre Haute, Indiana, including a hydrogen production facility. The common stock consideration was calculated based on the 30-day average closing stock price of the Company, or $14.86 per share, and the Company issued 1,682,367 shares of its common stock. The Company's interest in WVR is accounted for under the equity method and is included in investment in affiliates on the Company's consolidated balance sheets. Included in the initial carrying value was a basis difference of $55.5 million due to the difference between the cost of the investment and the Company's proportionate share of WVR's net assets. The basis difference is primarily comprised of property, plant and equipment and intangible assets. As of September 30, 2022, the Company's maximum exposure to loss was $58.1 million, which represents the book value of the Company's equity interest and a loan to WVR during the second quarter of 2022 for $0.3 million. Nikola - TA HRS 1, LLC In March 2022, the Company and Travel Centers of America, Inc. ("TA") entered into a series of agreements which established a joint venture, Nikola - TA HRS 1, LLC. The operations expected to be performed by the joint venture consist of the development, operation and maintenance of a hydrogen fueling station. Operations have not commenced as of September 30, 2022. The agreements provide for 50/50 ownership of the joint venture. Both parties are entitled to appoint an equal number of board members to the management committee of the joint venture. Pursuant to the terms of the agreements, the Company contributed $1.0 million to Nikola - TA HRS 1, LLC during the second quarter of 2022. Nikola - TA HRS 1, LLC is considered a VIE due to insufficient equity to finance its activities without additional subordinated financial support. The Company is not considered the primary beneficiary as it does not have the power to direct the activities that most significantly impact the economic performance based on the terms of the agreements. Accordingly, the VIE is accounted for under the equity method. The Company does not guarantee debt for, or have other financial support obligations to the entity and its maximum exposure to loss in connection with its continuing involvement with the entity is limited to the carrying value of the investment.

DEBT AND FINANCE LEASE LIABILIT

DEBT AND FINANCE LEASE LIABILITIES	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
DEBT AND FINANCE LEASE LIABILITIES	DEBT AND FINANCE LEASE LIABILITIES Debt and finance lease liabilities as of September 30, 2022 and December 31, 2021, were as follows: As of September 30, 2022 December 31, 2021 Current: Promissory notes $ 10,000 $ — Insurance premium financing 4,002 — Finance lease liabilities 355 140 Debt and finance lease liabilities, current $ 14,357 $ 140 Non-current: Convertible Notes $ 193,205 $ — Financing obligation 48,558 — Promissory notes 40,876 24,639 Finance lease liabilities 619 408 Long-term debt and finance lease liabilities, net of current portion $ 283,258 $ 25,047 The fair value of debt obligations are estimated using level 2 fair value inputs, including stock price and risk-free rates. The following table presents the carrying value and estimated fair values: As of September 30, 2022 Carrying Value Fair Value Convertible Notes $ 193,205 $ 185,788 Collateralized Note 46,987 45,652 Second Collateralized Note 3,888 3,792 Convertible Notes In June 2022, the Company completed a private placement of $200.0 million aggregate principal amount of unsecured 8.00% / 11.00% convertible senior PIK toggle notes, which will mature on May 31, 2026. The Convertible Notes were issued pursuant to an indenture, dated as of June 1, 2022 (the "Indenture"). The Convertible Notes bear interest at 8.00% per annum, to the extent paid in cash (“Cash Interest”), and 11.00% per annum, to the extent paid in kind through the issuance of additional Convertible Notes (“PIK Interest”). Interest is payable semi-annually in arrears on May 31 and November 30 of each year, beginning on November 30, 2022. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. Based on the applicable conversion rate, the Convertible Notes plus any accrued and unpaid interest are convertible into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The initial conversion rate is 114.3602 shares per $1,000 principal amount of the Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $8.74 per share. Prior to February 28, 2026, the Convertible Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods, and will be convertible on or after February 28, 2026, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes. Holders of the Convertible Notes will have the right to convert all or a portion of their Convertible Notes prior to the close of business on the business day immediately preceding February 28, 2026 only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2022 (and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate of the Convertible Notes on each such trading day; (iii) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events. The Company may not redeem the Convertible Notes prior to the third anniversary of the date of initial issuance of the Convertible Notes. The Company may redeem the Convertible Notes in whole or in part, at its option, on or after such date and prior to the 26th scheduled trading day immediately preceding the maturity date, for a cash purchase price equal to the aggregate principal amount of any Convertible Notes to be redeemed plus accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or following issuance by the Company of a notice of redemption, in each case as provided in the Indenture, in certain circumstances, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event or who elects to convert any Convertible Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change or a change in control transaction (each such term as defined in the Indenture), holders of the Convertible Notes will have the right to require the Company to repurchase all or a portion of their Convertible Notes at a price equal to 100% of the capitalized principal amount of Convertible Notes, in the case of a fundamental change, or 130% of the capitalized principal amount of Convertible Notes, in the case of change in control transactions, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date. The Indenture includes restrictive covenants that, subject to specified exceptions, limit the ability of the Company and its subsidiaries to incur secured debt in excess of $500.0 million, incur other subsidiary guarantees, and sell equity interests of any subsidiary that guarantees the Convertible Notes. In addition, the Indenture includes customary terms and covenants, including certain events of default after which the holders may accelerate the maturity of the Convertible Notes and become due and payable immediately. In conjunction with the issuance of the Convertible Notes, the Company executed the Put Premium which was determined to be an embedded derivative that met the criteria for bifurcation from the host. The total proceeds received were first allocated to the fair value of the bifurcated derivative asset, and the remaining proceeds allocated to the host resulting in an adjustment to the initial purchasers' debt discount. The net proceeds from the sale of the Convertible Notes were $183.2 million, net of initial purchasers' discounts and debt issuance costs. Unamortized debt discount and issuance costs are reported as a direct deduction from the face amount of the Convertible Notes. The net carrying amounts of the debt component of the Convertible Notes were as follows: As of September 30, 2022 Principal amount $ 200,000 Accrued PIK interest 7,284 Unamortized discount (6,898) Unamortized issuance costs (7,181) Net carrying amount $ 193,205 As of September 30, 2022, the effective interest rate on the Convertible Notes was 12.99%. A mortization of the debt discount and issuance costs is reported as a component of interest expense and is computed using the straight-line method over the term of the Convertible Notes, which approximates the effective interest method. The following table presents the Company's interest expense related to convertible debt: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Contractual interest expense $ 5,500 $ 7,284 Amortization of debt discount and issuance costs 922 1,228 Total interest expense $ 6,422 $ 8,512 Financing Obligation On May 10, 2022 (the "Sale Date"), the Company entered into a sale agreement (the "Sale Agreement"), pursuant to which the Company sold the land and property related to the Company's headquarters in Phoenix, Arizona for a purchase price of $52.5 million. As of the Sale Date, $13.1 million was withheld from the proceeds received related to portions of the headquarters currently under construction. The Company will receive the remaining proceeds throughout the completion of construction pursuant to the terms of the Sale Agreement. Concurrent with the sale, the Company entered into a lease agreement (the "Lease Agreement"), whereby the Company leased back the land and property related to the headquarters for an initial term of 20 years with four extension options for 7 years each. As of the Sale Date, the Company considered one extension option reasonably certain of being exercised. The buyer is not considered to have obtained control of the headquarters because the lease is classified as a finance lease. Accordingly, the sale of the headquarters is not recognized and the property and land continue to be recognized on the Company's consolidated balance sheets. As of the Sale Date, the Company recorded $38.3 million as a financing obligation on the Company's consolidated balance sheets representing proceeds received net of debt issuance costs of $1.1 million. Rent payments under the terms of the Lease Agreement will be allocated between interest expense and principal repayments using the effective interest method. Additionally, debt issuance costs will be amortized to interest expense over the lease term. After the Sale Date and through September 30, 2022, the Company recognized an additional $10.3 million for financing obligations on the Company's consolidated balance sheets for construction completed after the Sale Date. As of September 30, 2022, the Company has recognized a HQ Sale Agreement receivable of $4.5 million for funds not yet received for construction completed in prepaid expenses and other current assets. Additionally, for the three and nine months ended September 30, 2022, the Company recognized $0.9 million and $1.4 million, respectively, of interest expense related to interest on the financing obligation and amortization of debt issuance costs. Promissory Notes On May 10, 2022, and in connection with the execution of the sale and leaseback of the Company's headquarters, the Company repaid the $25.0 million promissory note that was executed in conjunction with the Company purchasing its headquarters in the fourth quarter of 2021 (the "Promissory Note"). For the nine months ended September 30, 2022, the Company recognized $0.4 million of interest expense related to interest on the Promissory Note and amortization of debt issuance costs prior to redemption. During the second quarter of 2022 , t he Company expensed $0.3 million of unamortized debt issuance costs related to the Promissory Note. Collateralized Promissory Notes On June 7, 2022, the Company executed a promissory note and a master security agreement (the "Master Security Agreement") for $50.0 million at a stated interest rate of 4.26% (the "Collateralized Note"). The Collateralized Note is fully collateralized by certain personal property assets as fully described in the Master Security Agreement. Additionally, in connection with the Collateralized Note, the Company executed a pledge agreement pursuant to which the Company pledged $50.0 million in cash as additional collateral in order to obtain a more favorable interest rate. The amount pledged is recorded in "Restricted cash and cash equivalents" as of September 30, 2022. The Collateralized Note carries a 60 month term and is payable in 60 equal consecutive monthly installments due in arrears. For the three and nine months ended September 30, 2022, the Company recognized $0.5 million and $0.7 million, respectively, of interest expense on the Collateralized Note. On August 4, 2022, the Company executed a promissory note and a security agreement for $4.0 million at an implied interest rate of 7.00% (the "Second Collateralized Note"). The Second Collateralized Note is fully collateralized by certain personal property assets as fully described in the security agreement. The Second Collateralized Note carries a 60 month term and is payable in 60 equal monthly installments due in arrears. For the three months ended September 30, 2022, interest expense related to the Second Collateralized Note was immaterial. Insurance Premium Financing The Company executed an insurance premium financing agreement pursuant to which the Company financed certain annual insurance premiums for $6.6 million, primarily consisting of premiums for directors' and officers' insurance. The insurance premium payable incurs interest at 2.95%, and is due in monthly installments maturing on March 27, 2023. For the three months ended September 30, 2022, interest expense on the insurance premium financing was immaterial. Letters of Credit During the third quarter of 2022, the Company executed a $0.6 million letter of credit to secure a customs bond through August 31, 2023. As of September 30, 2022, no amounts have been drawn on the letter of credit. During the second quarter of 2022, and in conjunction with the execution of the Lease Agreement, the Company executed an irrevocable standby letter of credit for $12.5 million to collateralize the Company's lease obligation. The letter of credit is subject to annual increases commensurate with base rent increases pursuant to the Lease Agreement. The letter of credit will expire upon the expiration of the Lease Agreement, but may be subject to reduction or early termination upon the satisfaction of certain conditions as described in the Lease Agreement. During the fourth quarter of 2021, the Company executed an irrevocable standby letter of credit for $25.0 million through December 31, 2024 in connection with the execution of a product supply agreement with a vendor. As of September 30, 2022, no amounts have been drawn on the letter of credit.

CAPITAL STRUCTURE

CAPITAL STRUCTURE	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
CAPITAL STRUCTURE	CAPITAL STRUCTURE Shares Authorized As of September 30, 2022, the Company had a total of 950,000,000 shares authorized for issuance consisting of 800,000,000 shares designated as common stock and 150,000,000 shares designated as preferred stock. Warrants As of September 30, 2022, the Company had 760,915 private warrants outstanding. Each private warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. For the three months ended September 30, 2022 and 2021, the Company recorded gains of $0.6 million and $4.5 million, respectively, for revaluation of warrant liability on the consolidated statements of operations. For the nine months ended September 30, 2022 and 2021, the Company recorded gains of $3.5 million and $2.9 million, respectively, for revaluation of warrant liability on the consolidated statements of operations. As of September 30, 2022 and December 31, 2021, the Company had $0.8 million and $4.3 million, respectively, for warrant liability related to the private warrants outstanding on the consolidated balance sheets. The exercise price and number of shares of common stock issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for issuance of common stock at a price below their exercise price. Stock Purchase Agreements First Purchase Agreement with Tumim Stone Capital LLC On June 11, 2021, the Company entered into a common stock purchase agreement (the "First Tumim Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement") with Tumim Stone Capital LLC ("Tumim"), pursuant to which Tumim committed to purchase up to $300.0 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the First Tumim Purchase Agreement. The Company shall not issue or sell any shares of common stock under the First Tumim Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock. Under the terms of the First Tumim Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, shares of common stock over the period commencing on the date of the First Tumim Purchase Agreement (the “Tumim Closing Date”) and ending on the first day of the month following the 36-month anniversary of the Tumim Closing Date, provided that a registration statement covering the resale of shares of common stock that have been and may be issued under the First Tumim Purchase Agreement is declared effective by the SEC. Registration statements covering the offer and sale of up to 18,012,845 and 17,025,590 shares of common stock to Tumim were declared effective on June 30, 2021 and March 22, 2022, respectively. The purchase price will be calculated as 97% of the volume weighted average prices of the Company's common stock during normal trading hours for three consecutive trading days commencing on the purchase notice date. During the second quarter of 2021 and concurrently with the signing of the First Tumim Purchase Agreement, the Company issued 155,703 shares of its common stock to Tumim as a commitment fee ("Commitment Shares"). The total fair value of the shares issued for the commitment fee of $2.6 million was recorded in "Selling, general, and administrative" expense on the Company's consolidated statements of operations. During the three and nine months ended September 30, 2022, the Company sold zero and 17,248,244 shares of common stock, respectively, for proceeds of zero and $123.7 million, respectively, under the terms of the First Tumim Purchase Agreement. During the three and nine months ended September 30, 2021, the Company sold 6,270,740 shares of common stock under the terms of the First Tumim Purchase Agreement for proceeds of $72.9 million . As of September 30, 2022, the remaining commitment available under the First Tumim Purchase Agreement was $12.5 million. Second Purchase Agreement with Tumim Stone Capital LLC On September 24, 2021, the Company entered into a second common stock purchase agreement (the "Second Tumim Purchase Agreement") and a registration rights agreement with Tumim, pursuant to which Tumim committed to purchase up to $300.0 million in shares of the Company's common stock, subject to certain limitations and conditions set forth in the Second Tumim Purchase Agreement. The Company will not issue or sell any shares of common stock under the Second Tumim Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by Tumim, would result in beneficial ownership of more than 4.99% of the Company's outstanding shares of common stock. Under the terms of the Second Tumim Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, shares of common stock over the period commencing on the date of the Second Tumim Purchase Agreement (the “Second Tumim Closing Date”) and ending on the first day of the month following the 36-month anniversary of the Second Tumim Closing Date, provided that certain conditions have been met. These conditions include effectiveness of a registration statement covering the resale of shares of common stock that have been and may be issued under the Second Tumim Purchase Agreement and termination of the First Tumim Purchase Agreement. The registration statement covering the offer and sale of up to 29,042,827 shares of common stock, including the commitment shares, to Tumim was declared effective on November 29, 2021. The purchase price will be calculated as 97% of the volume weighted average prices of the Company's common stock during normal trading hours for three consecutive trading days commencing on the purchase notice date. During the third quarter of 2021 and concurrently with the signing of the Second Tumim Purchase Agreement, the Company issued 252,040 shares of its common stock to Tumim as a commitment fee. The total fair value of the shares issued for the commitment fee of $2.9 million was recorded in "Selling, general, and administrative" expense on the Company's consolidated statement of operations. As of September 30, 2022, the Company has not sold any shares of common stock to Tumim under the Second Tumim Purchase Agreement and has a remaining commitment of $300.0 million available. Equity Distribution Agreement In August 2022, the Company entered into an equity distribution agreement (the "Equity Distribution Agreement") with Citi Global Markets, Inc. ("Citi") as sales agent, pursuant to which the Company can issue and sell shares of its common stock with an aggregate maximum offering price of $400 million under the Equity Distribution Agreement. The Company pays Citi a fixed commission rate of 2.5% of gross offering proceeds of shares sold under the Equity Distribution Agreement. During the three months ended September 30, 2022, the Company sold 19,009,227 shares of common stock under the Equity Distribution Agreement at an average price per share of $5.29 for gross proceeds of $100.5 million an d net proceeds of approximately $98.0 million, after $2.5 million in commissions to the sales agent. Commissions incurred in connection with the Equity Distribution Agreement are reflected as a reduction of additional paid-in capital on the Company's consolidated balance sheets. As of September 30, 2022, $2.5 million in commissions were recognized in accrued expenses and other current liabilities on the Company's consolidated balance sheets.

STOCK BASED COMPENSATION EXPENS

STOCK BASED COMPENSATION EXPENSE	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION EXPENSE	STOCK BASED COMPENSATION EXPENSE 2017 and 2020 Stock Plans The 2017 Stock Option Plan (the “2017 Plan”) provides for the grant of incentive and nonqualified options to purchase common stock to officers, employees, directors, and consultants. Options were granted at a price not less than the fair market value on the date of grant and generally became exercisable between one On June 2, 2020, the stockholders approved the Nikola Corporation 2020 Stock Incentive Plan (the "2020 Plan") and the Nikola Corporation 2020 Employee Stock Purchase Plan (the "2020 ESPP"). The 2020 Plan provides for the grant of incentive and nonqualified stock options, restricted stock units ("RSUs"), restricted share awards, stock appreciation awards, and cash-based awards to employees, outside directors, and consultants of the Company. The 2020 Plan and the 2020 ESPP became effective immediately upon the closing of the Business Combination. No offerings have been authorized to date by the Company's board of directors under the ESPP. Stock Options The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted. Options vest in accordance with the terms set forth in the grant letter. Time-based options generally vest ratably over a period of approximately 36 months. Changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2021 28,996,160 $ 1.28 6.87 Granted — — Exercised 1,581,791 1.25 Cancelled 29,281 3.39 Outstanding at September 30, 2022 27,385,088 $ 1.28 6.09 Vested and exercisable as of September 30, 2022 27,275,672 $ 1.27 6.08 Restricted Stock Units The fair value of RSUs is based on the closing price of the Company’s common stock on the grant date. The time-based RSUs generally vest semi-annually over a three-year period or, in the case of executive officers, cliff-vest following the third anniversary from the date of grant. Certain RSUs awarded to key employees contain performance conditions related to achievement of strategic and operational milestones ("Performance RSUs"). As of September 30, 2022, not all of the performance conditions are probable to be achieved. Compensation expense has only been recognized for those conditions that are assumed to be probable. The Company updates its estimates related to the probability and timing of achievement of the operational milestones each period until the award either vests or is forfeited. In addition, for certain technical engineering employees the awards cliff vest after a three-year period or vest on the achievement of certain operational milestones. The RSUs to directors have a vesting cliff of one year after the grant date. Changes in RSUs are as follows: Number of RSUs Balance at December 31, 2021 12,178,672 Granted 14,196,410 Released 4,025,887 Cancelled 1,978,005 Balance at September 30, 2022 20,371,190 Market Based RSUs The Company's market based RSUs contain a stock price index as a benchmark for vesting. Through the second quarter of 2022, these awards were issued with three milestones that vest depending upon a consecutive 20-trading day stock price target of the Company’s common stock. The Company's stock price targets ranged from $25 per share to $55 per share. During the three months ended September 30, 2022, the market based RSUs subject to the $40 and $55 stock price milestones were cancelled and the Company expensed $55.8 million related to the cancelled awards representing the remaining unamortized expense as of the cancellation date. During the three months ended September 30, 2022, the performance period for the market based RSUs subject to the $25 stock price milestone was extended from June 3, 2023 to June 3, 2024. The incremental compensation cost from this modification was $4.3 million, determined by comparing the estimated fair value of the modified awards to the estimated fair value of the original awards immediately before the modification of the performance period. The remaining compensation cost related to the original award and the incremental compensation cost are recognized over the award's remaining requisite service period. The vested shares related to the modified awards are transferred to the award holders upon the completion of the requisite service period ending June 3, 2024, and upon achievement certification by the Company's board of directors. If the $25 target price is not achieved by the end of requisite service period, the market based RSUs are forfeited. During the first quarter of 2022, the Company granted 949,026 shares of market based RSUs to an executive in connection with his hiring during the period. The total grant date fair value of the market based RSUs was determined to be $2.2 million and is recognized over the requisite service period. Additionally, during the third quarter of 2022, the Company granted 402,335 shares of market based RSUs to two executives who assumed new roles within the Company's leadership during the quarter. The awards vest depending upon a consecutive 20-trading day stock price target of the Company’s common stock of $25. The total grant date fair value of the market based RSUs was determined to be $1.1 million and is recognized over the requisite service period. The estimated fair value of these awards as of the grant date, or as of the modification date, as applicable, were estimated using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The following represents the range of assumptions used to determine the grant date or modification date fair value for these market based RSUs: Nine Months Ended September 30, 2022 Stock price $5.32 - $9.66 Term (years) 0.80 - 1.80 Risk-free interest rate 1.7% - 3.5% Expected volatility 100% Changes in market based RSUs are as follows: Number of Market Based RSUs Balance at December 31, 2021 13,317,712 Granted 1,351,361 Released — Cancelled 11,128,458 Balance at September 30, 2022 3,540,615 Stock Compensation Expense The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 10,105 $ 6,418 $ 28,112 $ 26,968 Selling, general, and administrative 92,740 42,629 183,102 125,015 Total stock-based compensation expense $ 102,845 $ 49,047 $ 211,214 $ 151,983 As of September 30, 2022, total unrecognized compensation expense was as follows: Unrecognized Compensation Expense Options $ 184 Market based RSUs 20,943 RSUs 157,502 Total unrecognized compensation expense at September 30, 2022 $ 178,629

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. Beginning in 2022, the Tax Cuts and Jobs Act ("TCJA") requires taxpayers to capitalize certain research and development costs and amortize them over five or fifteen years pursuant to Internal Revenue Code Section 174. Previously, such costs could be deducted in the period they were incurred. This provision is not anticipated to impact our effective tax rate or result in any cash payments for our federal income tax es. Income tax expense was immaterial for the three and nine months ended September 30, 2022 and 2021 due to the cumulative tax losses.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. The Company expenses professional legal fees as incurred, which are included in selling, general, and administrative expense on the consolidated financial statements. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of September 30, 2022. Regulatory and Governmental Investigations and Related Internal Review In September 2020, a short seller reported on certain aspects of the Company’s business and operations. The Company and its board of directors retained Kirkland & Ellis LLP to conduct an internal review in connection with the short-seller article (the “Internal Review”), and Kirkland & Ellis LLP promptly contacted the Division of Enforcement of the SEC to make it aware of the commencement of the Internal Review. The Company subsequently learned that the Staff of the Division of Enforcement and the United States Attorney’s Office for the Southern District of New York (the “SDNY”) had opened investigations. By order dated December 21, 2021, the Company and the SEC reached a settlement arising out of the SEC’s investigation of the Company. Under the terms of the settlement, without admitting or denying the SEC’s findings, the Company agreed to cease and desist from future violations of the Securities Exchange Act of 1934 (the "Exchange Act") and Rules 10b-5 and 13a-15(a) thereunder and Section 17(a) of the Securities Act of 1933 (the "Securities Act"); to certain voluntary undertakings; and to pay a $125 million civil penalty, to be paid in five installments over two years. The first $25 million installment was paid at the end of 2021 and the remaining installments are to be paid semiannually through 2023. The Company previously reserved the full amount of the settlement in the quarter ended September 30, 2021, as disclosed in the Company’s quarterly report on Form 10-Q for such quarter, filed with the SEC on November 4, 2021. The SEC’s cease and desist order is available on the SEC’s website. In July 2022, the Company and SEC agreed to an alternative payment plan with the first two payments of $5 million to be paid in July 2022 and December 2022. The July 2022 payment has been made by the Company. The remainder of the payment plan is subject to determination. As of September 30, 2022, the Company has reflected the remaining liability of $70 million in accrued expenses and other current liabilities and $25 million in other-long term liabilities on the consolidated balance sheets. On July 29, 2021, the U.S. Attorney for the SDNY announced the unsealing of a criminal indictment charging the Company’s former executive chairman, Trevor Milton, with securities fraud and wire fraud. That same day, the SEC announced charges against Mr. Milton for alleged violations of federal securities laws. On October 14, 2022, a Federal District Court jury for the Southern District of New York found Mr. Milton guilty on one count of securities fraud and two counts of wire fraud. The Company is committed to cooperating fully with the SDNY’s investigation. The legal and other professional costs the Company incurred during the three and nine months ended September 30, 2022 in connection with the Internal Review and disclosed elsewhere in this Report include approximately $6.0 million and $25.5 million, respectively, expensed for Mr. Milton’s attorneys’ fees under his indemnification agreement with the Company. During the three and nine months ended September 30, 2021 the Company expensed $6.4 million and $12.6 million, respectively for Mr. Milton's attorneys' fees under his indemnification agreement with the Company. As of September 30, 2022 and December 31, 2021, the Company accrued approximately $24.0 million and $22.7 million, respectively, in legal and other professional costs for Mr. Milton's attorneys' fees under his indemnification agreement. The Company expects to incur additional costs associated with its continued cooperation with the SDNY in fiscal year 2022, which will be expensed as incurred and which could be significant in the periods in which they are recorded. The Company cannot predict the ultimate outcome of the SDNY investigation, nor can it predict whether any other governmental authorities will initiate separate investigations or litigation. The outcome of the SDNY investigation and any related legal and administrative proceedings could include a wide variety of outcomes, including the institution of administrative, civil injunctive or criminal proceedings involving the Company and/or current or former employees, officers and/or directors in addition to Mr. Milton, the imposition of fines and other penalties, remedies and/or sanctions, modifications to business practices and compliance programs and/or referral to other governmental agencies for other appropriate actions. It is not possible to accurately predict at this time when matters relating to the SDNY investigation will be completed, the final outcome of the SDNY investigation, what additional actions, if any, may be taken by the SDNY or by other governmental agencies, or the effect that such actions may have on the Company's business, prospects, operating results and financial condition, which could be material. The SDNY investigation, including any matters identified in the Internal Review, could also result in (1) third-party claims against the Company, which may include the assertion of claims for monetary damages, including but not limited to interest, fees, and expenses, (2) damage to the Company's business or reputation, (3) loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business, prospects, profits or business value, including the possibility of certain of the Company's existing contracts being cancelled, (4) adverse consequences on the Company's ability to obtain or continue financing for current or future projects and/or (5) claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders or other interest holders or constituents of the Company or its subsidiaries, any of which could have a material adverse effect on the Company's business, prospects, operating results and financial condition. Further, to the extent that these investigations and any resulting third-party claims yield adverse results over time, such results could jeopardize the Company's operations and exhaust its cash reserves, and could cause stockholders to lose their entire investment. The Company is currently seeking reimbursement from Mr. Milton for costs and damages arising from the actions that are the subject of the government and regulatory investigations. Shareholder Securities Litigation Beginning on September 15, 2020, six putative class action lawsuits were filed against the Company and certain of its current and former officers and directors, asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act, and, in one case, violations of the Unfair Competition Law under California law (the “Shareholder Securities Litigation”). The complaints generally allege that the Company and certain of its officers and directors made false and/or misleading statements in press releases and public filings regarding the Company's business plan and prospects. The actions are: Borteanu v. Nikola Corporation, et al. (Case No. 2:20-cv-01797-JZB), filed by Daniel Borteanu in the United States District Court of the District of Arizona on September 15, 2020; Salem v. Nikola Corporation, et al. (Case No. 1:20-cv-04354), filed by Arab Salem in the United States District Court for the Eastern District of New York on September 16, 2020; Wojichowski v. Nikola Corporation, et al. (Case No. 2:20-cv-01819-DLR), filed by John Wojichowski in the United States District Court for the District of Arizona on September 17, 2020; Malo v. Nikola Corporation, et al. (Case No. 5:20-cv-02168), filed by Douglas Malo in the United States District Court for the Central District of California on October 16, 2020; and Holzmacher, et al. v. Nikola Corporation, et al. (Case No. 2:20-cv-2123-JJT), filed by Albert Holzmacher, Michael Wood and Tate Wood in the United States District Court for the District of Arizona on November 3, 2020, and Eves v. Nikola Corporation, et al. (Case No. 2:20-cv-02168-DLR), filed by William Eves in the United States District Court for the District of Arizona on November 10, 2020. In October 2020, stipulations by and among the parties to extend the time for the defendants to respond to the complaints until a lead plaintiff, lead counsel, and an operative complaint are identified were entered as orders in certain of the filed actions. On November 16, 2020 and December 8, 2020 respectively, orders in the Malo and Salem actions were entered to transfer the actions to the United States District Court for the District of Arizona. On November 16, 2020, ten motions both to consolidate the pending securities actions and to be appointed as lead plaintiff were filed by putative class members. On December 15, 2020, the United States District Court for the District of Arizona consolidated the actions under lead case Borteanu v. Nikola Corporation, et al., No. CV-20-01797-PXL-SPL, and appointed Angelo Baio as the “Lead Plaintiff”. On December 23, 2020, a motion for reconsideration of the Court’s order appointing the Lead Plaintiff was filed. On December 30, 2020, a petition for writ of mandamus seeking to vacate the District Court’s Lead Plaintiff order and directing the court to appoint another Lead Plaintiff was filed before the United States Court of Appeals for the Ninth Circuit, Case No. 20-73819. The motion for reconsideration was denied on February 18, 2021. On July 23, 2021, the Ninth Circuit granted in part the mandamus petition, vacated the district court’s December 15, 2020 order, and remanded the case to the District Court to reevaluate the appointment of a Lead Plaintiff. On November 18, 2021, the Court appointed Nikola Investor Group II as Lead Plaintiff and appointed Pomerantz LLP and Block & Leviton LLP as co-lead counsel. On December 10, 2021, the Court issued a scheduling order pursuant to which Lead Plaintiff’s Amended Complaint was due January 24, 2022, Defendants’ deadline to answer or otherwise respond was set for March 10, 2022 and Plaintiffs’ deadline to file any responsive memorandum was set for April 11, 2022 with any reply from Defendants due by May 11, 2022. On January 24, 2022, Lead Plaintiffs filed the Consolidated Amended Class Action Complaint. On February 5, 2022, the Court granted the parties’ joint application for an extension of the deadline for Defendants to file an answer or move to dismiss until April 8, 2022, with Plaintiffs’ opposition due 30 days following the filing of a motion to dismiss, and any reply from Defendants due 30 days following Plaintiffs’ opposition. In accordance with the Court’s scheduling order, Defendants filed their motions to dismiss on April 8, 2022. On May 9, 2022, Plaintiffs filed their opposition to Defendants' motions to dismiss, and on June 8, 2022, Defendants filed their reply briefs. The Court has not yet ruled on the motions. Plaintiffs seek an unspecified amount in damages, attorneys’ fees, and other relief. The Company intends to vigorously defend itself. The Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. On December 17, 2021, Lead Plaintiff filed a motion to lift the PSLRA stay of discovery. On January 18, 2022, Nikola filed its opposition to Lead Plaintiff’s motion to lift the PSLRA stay of discovery and on January 25, 2022, Lead Plaintiff filed its reply. On April 21, 2022, the Court denied Plaintiffs' motion to lift the PSLRA stay. Derivative Litigation Beginning on September 23, 2020, two purported shareholder derivative actions were filed in the United States District Court for the District of Delaware ( Byun v. Milton, et al. , Case No. 1:20-cv-01277-UNA; Salguocar v. Girsky et. al., Case No. 1:20-cv-01404-UNA), purportedly on behalf of the Company, against certain of the Company's current and former directors alleging breaches of fiduciary duties, violations of Section 14(a) of the Exchange Act, and gross mismanagement. The Byun action also brings claims for unjust enrichment and abuse of control, while the Salguocar action brings a claim for waste of corporate assets. On October 19, 2020, the Byun action was stayed until 30 days after the earlier of (a) the Shareholder Securities Litigation being dismissed in their entirety with prejudice; (b) defendants filing an answer to any complaint in the Shareholder Securities Litigation; or (c) a joint request by plaintiff and defendants to lift the stay. On November 17, 2020, the Byun and Salguocar actions were consolidated as In re Nikola Corporation Derivative Litigation, Lead Case No. 20-cv-01277-CFC. The consolidated action remains stayed. On December 18, 2020, a purported shareholder derivative action was filed in the United States District Court for the District of Arizona, Huhn v. Milton et al., Case No. 2:20-cv-02437-DWL, purportedly on behalf of the Company, against certain of the Company’s current and former directors alleging breaches of fiduciary duties, violations of Section 14(a) of the Exchange Act, unjust enrichment, and against defendant Jeff Ubben, a member of the Company’s board of directors, insider selling and misappropriation of information. On January 26, 2021, the Huhn action was stayed until 30 days after the earlier of (a) the Shareholder Securities Litigation being dismissed in its entirety with prejudice; (b) defendants filing an answer to any complaint in the Shareholder Securities Litigation; or (c) a joint request by plaintiff and defendants to lift the stay. On January 7, 2022, Barbara Rhodes, a purported stockholder of the Company, filed her Verified Stockholder Derivative Complaint in Delaware Chancery Court captioned Rhodes v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0023-KSJM (the “ Rhodes Action”). On January 10, 2022, Zachary BeHage and Benjamin Rowe (together, the “BeHage Rowe Plaintiffs”), purported stockholders of the Company, filed their Verified Shareholder Derivative Complaint in Delaware Chancery Court captioned BeHage v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0045-KSJM (the “BeHage Rowe Action” together with the Rhodes Action, the “Related Actions”). The Related Actions are against certain of the Company’s current and former directors and allege breach of fiduciary duties, insider selling under Brophy , aiding and abetting insider selling, aiding and abetting breach of fiduciary duties, unjust enrichment, and waste of corporate assets. On January 28, 2022, Rhodes and the BeHage Rowe Plaintiffs filed a stipulation and proposed order for consolidation of the Related Actions. The proposed order states that Defendants need not answer, move, or otherwise respond to the complaints filed in the Related Actions and contemplates that counsel for Plaintiffs shall file a consolidated complaint or designate an operative complaint within fourteen days of entry of an order consolidating these actions and shall meet and confer with counsel for Defendants or any other party regarding a schedule for Defendants to respond to the operative complaint. The proposed order was granted by the Court on February 1, 2022. On February 15, 2022, Rhodes and the BeHage Rowe Plaintiffs filed a Verified Consolidated Amended Stockholder Derivative Complaint in the Related Actions (the “Amended Complaint”). On April 4, 2022, the parties filed a stipulation and proposed order, pursuant to which the parties to the Related Actions agreed that Defendants need not answer, move, or otherwise respond to certain counts of the Amended Complaint. In accordance with the Court-ordered stipulation, Defendants filed their motions to stay the remaining counts of the Amended Complaint on April 13, 2022. Plaintiffs filed their oppositions on May 4, 2022, and Defendants filed their replies on May 25, 2022. In a bench ruling following a telephonic oral argument on June 1, 2022, the Court granted Defendants' motions to stay the remaining counts of the Amended Complaint. The Court ordered the Defendants to submit a status report on October 31, 2022, or within three days of receipt of a decision on the motions to dismiss in the Shareholder Securities Litigation, whichever comes first, in which Defendants can request a continued stay of the Related Actions. On March 10, 2022, Michelle Brown and Crisanto Gomes (together, the “Brown & Gomes Plaintiffs”), purported stockholders of the Company, filed a Verified Shareholder Derivative Complaint in Delaware Chancery Court captioned Brown v. Milton, et al. and Nikola Corp. , C.A. No. 2022-0223-KSJM (the “Brown & Gomes Action”). The Brown & Gomes Action is against certain of the Company’s current and former directors and alleges claims against those defendants for purported breaches of fiduciary duty and unjust enrichment. On March 14, 2022, the Brown & Gomes Plaintiffs notified the court in the Related Actions of their belief that the Brown & Gomes Action properly belongs as part of the consolidated Related Actions. The complaints seek unspecified monetary damages, costs and fees associated with bringing the actions, and reform of the Company's corporate governance, risk management and operating practices. The Company intends to vigorously defend against the foregoing complaints. The Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. In addition, on March 8, 2021, the Company received a demand letter from a law firm representing a purported stockholder of the Company alleging facts and claims substantially the same as many of the facts and claims in the filed derivative shareholder lawsuit. The demand letter requests that the board of directors (i) undertake an independent internal investigation into certain board members and management’s purported violations of Delaware and/or federal law; and (ii) commence a civil action against those members of the board and management for alleged fiduciary breaches. In April 2021, the board of directors formed a demand review committee, consisting of independent directors Bruce L. Smith, and Mary L. Petrovich, to review such demands and provide input to the Company and retained independent counsel. There can be no assurance as to whether any litigation will be commenced by or against the Company by the purported shareholder with respect to the claims set forth in the demand letter, or whether any such litigation could be material. Books and Record Demands Pursuant to Delaware General Corporation Law Section 220 The Company has received a number of demand letters pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), seeking disclosure of certain of the Company’s records. The Company has responded to those demands, stating its belief that the demand letters fail to fully comply with the requirements of Section 220 of the DGCL. However, in the interest of resolution and while preserving all rights of the defendants, the Company has engaged in negotiations with the shareholders, and has provided certain information that the Company had reasonably available to it. On January 15, 2021, Plaintiff Frances Gatto filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On January 26, 2021, Plaintiff’s counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiff’s demand, and the Company need not answer or otherwise respond to the complaint at this time. On October 20, 2021, Plaintiff dismissed the action without prejudice. On October 8, 2021, Plaintiffs Zachary BeHage and Benjamin Rowe filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On October 19, 2021, Plaintiffs’ counsel and the Company filed a joint letter, notifying the Court that the parties are engaged in dialogue regarding Plaintiffs’ demand, and the Company need not answer or otherwise respond to the complaint at this time. On January 14, 2022, Plaintiffs dismissed the action without prejudice. On January 19, 2022, Plaintiff Melissa Patel filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. On February 20, 2022, the parties filed a stipulation and proposed order of dismissal without prejudice, which the court granted on February 21, 2022. Commitments and Contingencies Coolidge Land Conveyance In February 2019, the Company was conveyed 430 acres of land in Coolidge, Arizona, by Pinal Land Holdings ("PLH"). The purpose of the land conveyance was to incentivize the Company to locate its manufacturing facility in Coolidge, Arizona, and provide additional jobs to the region. The Company fulfilled its requirement to commence construction within the period defined by the agreement and is required to complete construction of the manufacturing facility within five years of February 2019 (the “Manufacturing Facility Deadline”). If the Company fails to meet the Manufacturing Facility Deadline, the Company may extend the completion deadline by paying PLH $0.2 million per month, until construction is completed (the "Monthly Payment Option"). The extension of the Manufacturing Facility Deadline beyond two years will require express written consent of PLH. If the Company does not exercise the Monthly Payment Option, fails to make timely payments on the Monthly Payment Option, or fails to complete construction by the extended Manufacturing Facility Deadline, PLH is entitled to either the $4.0 million security deposit or may reacquire the land and property at the appraised value to be determined by independent appraisers selected by the Company and PLH. FCPM License In the third quarter of 2021, the Company entered into a fuel cell power module ("FCPM") license to intellectual property that will be used to adapt, further develop and assemble FCPMs. Payments for the license will be due in installments ranging from 2022 to 2023. As of September 30, 2022, the Company accrued $29.4 million in accrued expenses and other current liabilities on the consolidated balance sheets. Merger with Romeo The Company entered into the Merger Agreement with Romeo and Purchaser, a wholly-owned subsidiary of the Company. Headquartered in Cypress, California, Romeo is an energy storage technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial vehicle applications. Concurrently with the execution of the Merger Agreement, Romeo and Romeo Systems, entered into the Loan Agreement with the Company as the lender. The Loan Agreement provides for the Facility in an aggregate principal amount of up to $30.0 million (subject to certain incremental increases of up to $20.0 million), which shall be available for drawing subject to certain terms and conditions set forth in the Loan Agreement. Loans under the Facility may be made until the earlier of (a) six months from the date of the execution and delivery of the Merger Agreement and the Loan Agreement and (b) the date of the termination of the Merger Agreement. All amounts outstanding under the Facility will be due upon the earlier of (a) the date that is the six-month anniversary of the termination of the Merger Agreement and (b) July 30, 2023, subject to acceleration upon the occurrence of certain events set forth in the Loan Agreement. Interest will be payable on borrowings under the Facility at daily SOFR plus 8.00%. Romeo’s obligations under the Loan Agreement are secured by substantially all personal property assets of Romeo and Romeo Systems, subject to certain customary exclusions. As of September 30, 2022, Romeo has drawn $10.0 million under the Facility and $20.0 million remained available. For the three months ended September 30, 2022, the Company recognized $0.1 million of interest receivable on the outstanding loan balance. Additionally, a s part of the Merger Agreement, the Company agreed to a short-term battery price increase which will be considered part of the merger consideration. As of September 30, 2022 the Company recorded $11.9 million for the increased price in prepaid expenses and other current assets on the Company's consolidated balance sheets, which will be included in the business combination consideration. The merger with Romeo closed on October 14, 2022. Refer to Note 11, Subsequent Events for additional details. Leases executed not yet commenced As of September 30, 2022, the Company entered various lease agreements related to hydrogen fueling infrastructure which have not yet commenced. Undiscounted lease payments related to these obligations are $13.3 million. Purchase obligations During the three months ended September 30, 2022, the Company entered various non-cancellable purchase obligations related to hydrogen infrastructure and software licenses. Purchase obligations remaining as of September 30, 2022 total $14.3 million.

NET LOSS PER SHARE

NET LOSS PER SHARE	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (236,234) $ (267,567) $ (562,172) $ (531,022) Less: revaluation of warrant liability — (4,467) — (2,907) Adjusted net loss $ (236,234) $ (272,034) $ (562,172) $ (533,929) Denominator: Weighted average shares outstanding, basic 438,416,393 400,219,585 426,382,736 395,691,795 Dilutive effect of common stock issuable from assumed exercise of warrants — 11,084 — 169,081 Weighted average shares outstanding, diluted 438,416,393 400,230,669 426,382,736 395,860,876 Net loss per share: Basic $ (0.54) $ (0.67) $ (1.32) $ (1.34) Diluted $ (0.54) $ (0.68) $ (1.32) $ (1.35) Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss, adjusted for the revaluation of warrant liability for the private warrants, by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the warrants. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares were excluded from the computation of diluted net loss when their effect was antidilutive. The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Convertible Notes (on an as-converted basis) 22,872,040 — 22,872,040 — Outstanding warrants 760,915 — 760,915 — Stock options, including performance stock options 27,385,088 29,299,842 27,385,088 29,299,842 Restricted stock units, including market based RSUs 23,911,805 24,319,237 23,911,805 24,319,237 Total 74,929,848 53,619,079 74,929,848 53,619,079

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On October 14, 2022, the Company completed the previously announced acquisition of Romeo pursuant to the Merger Agreement, dated as of July 30, 2022, between Nikola, Romeo and Purchaser. Pursuant to the terms of the Merger Agreement, the Purchaser merged with and into Romeo (the “Merger”), with Romeo continuing as the surviving corporation and a wholly owned subsidiary of Nikola. In the Merger, each share of Romeo Common Stock that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than any shares that were excluded pursuant to the terms of the Merger Agreement) was converted at the Effective Time into the right to receive 0.1186 of a share of Nikola common stock, rounded down to the nearest whole number of shares of Nikola common stock. Each Romeo restricted stock unit (“RSU”) and Romeo performance-related stock unit (“PSU”) that was outstanding and not settled immediately prior to the effective time was converted into and became an RSU or PSU, as applicable, which will settle for shares of Nikola common stock, determined by multiplying the number of shares of Romeo Common Stock that were subject to such Romeo RSU or Romeo PSU, as in effect immediately prior to the effective time, by 0.1186, rounded down to the nearest whole number of shares of Nikola common stock. Each Romeo warrant exercisable for Romeo Common Stock was assumed by Nikola and converted into a corresponding warrant denominated in shares of Nikola common stock (with the number of warrants determined by multiplying the number of shares of Romeo common stock subject to such Romeo warrant by 0.1186 rounded down to the nearest whole number of shares of Nikola common stock, and the per share exercise price for the Nikola common stock issuable upon exercise for each warrant assumed by the Company determined by dividing the per share exercise price of Romeo Common Stock subject to such warrant by 0.1186). Preliminary purchase price accounting will be reflected in the Company's Form 10-K for the period ending December 31, 2022.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
Consolidation	The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes.
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents	Cash, Cash Equivalents and Restricted Cash and Cash EquivalentsThe Company considers investments in money market funds with a floating net asset value to be cash equivalents.
Accounts Receivable, Net	Accounts Receivable, netAccounts receivable, net, are reported at the invoiced amount, less an allowance for potential uncollectible amounts.
Revenue Recognition	Revenue Recognition Truck sales Truck sales consist of revenue recognized on the sales of the Company's BEV trucks. The sale of a truck is recognized as a single performance obligation at the point in time when control is transferred to the customer (dealers). Control is deemed transferred when the product is picked up by the carrier and the customer (dealer) can direct the product's use and obtain substantially all of the remaining benefits from the product. The Company does not offer returns on truck sales. Payment for trucks sold are made in accordance with the Company's customary payment terms. The Company has elected an accounting policy whereby the Company does not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. Sales tax collected from customers is not considered revenue and is accrued until remitted to the taxing authorities. Shipping and handling activities occur after the customer has obtained control of the product, thus the Company has elected to account for those expenses as fulfillment costs in cost of revenues, rather than an additional promised service. Services and other Services and other revenues consist of sales of mobile charging trailers ("MCTs"). The sale of MCTs is recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is deemed transferred when the product is delivered to the customer and the customer can direct the product's use and obtain substantially all of the remaining benefits from the asset. The Company does not offer sales returns on MCTs. Payment for products sold are made in accordance with the Company's customary payment terms and the Company's MCT contracts do not have significant financing components. The Company has elected to exclude sales taxes from the measurement of the transaction price. (e) Warranties Warranty costs are recognized upon transfer of control of trucks to dealers, and are estimated based on factors including the length of the warranty, product costs, supplier warranties, and product failure rates. Warranty reserves are reviewed and adjusted quarterly to ensure that accruals are adequate to meet expected future warranty obligations. Initial
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021-10, Government Assistance, to increase transparency of government assistance which requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 is effective for annual periods beginning after December 15, 2021 and early adoption is permitted. The Company will adopt ASU 2021-10 for the year ended December 31, 2022, which will have an immaterial impact to the Company's consolidated financial statements.
Inventory	Inventory cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Inventories are stated at the lower of cost or net realizable value. Inventories are written down for any excess or obsolescence and when net realizable value, which is based upon estimated selling prices, is in excess of carrying value. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration of or increase in that newly established cost basis.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Cash and Cash Equivalents	The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of September 30, 2022 December 31, 2021 September 30, 2021 Cash and cash equivalents $ 315,731 $ 497,241 $ 586,986 Restricted cash and cash equivalents – current 600 — — Restricted cash and cash equivalents – non-current 87,459 25,000 — Cash, cash equivalents and restricted cash and cash equivalents $ 403,790 $ 522,241 $ 586,986
Restrictions on Cash and Cash Equivalents	The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows: As of September 30, 2022 December 31, 2021 September 30, 2021 Cash and cash equivalents $ 315,731 $ 497,241 $ 586,986 Restricted cash and cash equivalents – current 600 — — Restricted cash and cash equivalents – non-current 87,459 25,000 — Cash, cash equivalents and restricted cash and cash equivalents $ 403,790 $ 522,241 $ 586,986
Carrying Value and Fair Value of Financial Instruments	The carrying value and fair value of the Company’s financial instruments are as follows: As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 500 $ 500 Senior secured note receivable — — 10,081 10,081 Liabilities Warrant liability $ — $ — $ 791 $ 791 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 463,867 $ — $ — $ 463,867 Liabilities Warrant liability $ — $ — $ 4,284 $ 4,284 Derivative liability — — 4,189 4,189
Carrying Value and Fair Value of Financial Instruments	The carrying value and fair value of the Company’s financial instruments are as follows: As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets Derivative asset $ — $ — $ 500 $ 500 Senior secured note receivable — — 10,081 10,081 Liabilities Warrant liability $ — $ — $ 791 $ 791 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents – money market $ 463,867 $ — $ — $ 463,867 Liabilities Warrant liability $ — $ — $ 4,284 $ 4,284 Derivative liability — — 4,189 4,189
Changes in Fair Value of Warrant Liability	The change in fair value of the Warrant Liability was as follows: Warrant Liability Estimated fair value at December 31, 2021 $ 4,284 Change in estimated fair value (3,493) Estimated fair value at September 30, 2022 $ 791 Derivative Liability Estimated fair value at December 31, 2021 $ 4,189 Change in estimated fair value 2,399 Settlement of second price differential (6,588) Fair value at September 30, 2022 $ — Derivative asset Estimated fair value as of June 1, 2022 $ 1,500 Change in estimated fair value (1,000) Estimated fair value as of September 30, 2022 $ 500
Inputs and Assumptions Used	The following reflects the inputs and assumptions used: As of September 30, 2022 December 31, 2021 Stock price $ 3.52 $ 9.87 Exercise price $ 11.50 $ 11.50 Remaining term (in years) 2.68 3.42 Volatility 90 % 90 % Risk-free rate 4.24 % 1.03 % Expected dividend yield — % — % As of December 31, 2021 Stock price $ 9.87 Strike price $ 14.86 Volatility 100 % Risk-free rate 0.18 % As of September 30, 2022 June 1, 2022 Stock price $ 3.52 $ 6.77 Threshold price $ 20.00 $ 20.00 Remaining term (in years) 2.17 2.50 Volatility 100 % 90 % Risk-free rate 4.18 % 2.73 % Payer cost of debt 6.25 % 4.30 %
Change in Warrant Liabilities	The change in warranty liability for the three and nine months ended September 30, 2022 is summarized as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Accrued warranty - beginning of period $ 2,203 $ — Warranty costs incurred (200) (200) Net changes in liability for pre-existing warranties (213) — Provision for new warranties 2,611 4,601 Accrued warranty - end of period $ 4,401 $ 4,401

BALANCE SHEET COMPONENTS (Table

BALANCE SHEET COMPONENTS (Tables)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Inventory	Inventory consisted of the following at September 30, 2022 and December 31, 2021, respectively: As of September 30, 2022 December 31, 2021 Raw materials $ 63,398 $ 7,344 Work in process 5,547 4,253 Finished goods 10,935 — Service parts 1,189 — Total inventory $ 81,069 $ 11,597
Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consisted of the following at September 30, 2022 and December 31, 2021, respectively: As of September 30, 2022 December 31, 2021 Prepaid acquisition-related consideration $ 11,910 $ — Prepaid expenses 11,750 5,116 Senior secured note receivable 10,081 — Non-trade receivables 7,206 2,717 HQ Sale Agreement receivable 4,528 — Deposits 4,204 5,615 Deferred implementation costs 2,179 2,443 Total prepaid expenses and other current assets $ 51,858 $ 15,891
Property, Plant and Equipment, Net	Property, plant and equipment, net consisted of the following at September 30, 2022 and December 31, 2021: As of September 30, 2022 December 31, 2021 Construction-in-progress $ 161,798 $ 103,515 Buildings 127,797 104,333 Machinery and equipment 51,178 36,551 Land 20,762 15 Demo vehicles 12,751 888 Software 8,449 7,562 Other 3,473 3,011 Leasehold improvements 2,953 2,883 Furniture and fixtures 1,492 1,480 Finance lease assets 1,338 646 Property, plant and equipment, gross 391,991 260,884 Less: accumulated depreciation and amortization (26,942) (16,507) Total property, plant and equipment, net $ 365,049 $ 244,377
Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following at September 30, 2022 and December 31, 2021: As of September 30, 2022 December 31, 2021 Settlement liability $ 70,000 $ 50,000 Accrued purchase of intangible asset 29,398 11,344 Other accrued expenses 20,318 8,699 Inventory received not yet invoiced 19,017 8,253 Accrued legal expenses 17,784 5,664 Accrued payroll and payroll related expenses 7,570 2,521 Accrued purchases of property, plant and equipment 6,620 2,817 Derivative liability — 4,189 Total accrued expenses and other current liabilities $ 170,707 $ 93,487

INVESTMENTS IN AFFILIATES (Tabl

INVESTMENTS IN AFFILIATES (Tables)	9 Months Ended
	Sep. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Investments in Unconsolidated Affiliates	Investments in unconsolidated affiliates accounted for under the equity method consist of the following: As of Ownership September 30, 2022 December 31, 2021 Nikola Iveco Europe GmbH 50 % $ 17,636 $ 4,083 Wabash Valley Resources LLC 20 % 57,869 57,695 Nikola - TA HRS 1, LLC 50 % 1,000 — $ 76,505 $ 61,778 Equity in net loss of affiliates on the consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equity in net loss of affiliates: Nikola Iveco Europe GmbH $ (1,959) $ (1,359) $ (5,998) $ (3,279) Wabash Valley Resources LLC (25) 212 (76) 212 Total equity in net loss of affiliates $ (1,984) $ (1,147) $ (6,074) $ (3,067)

DEBT AND FINANCE LEASE LIABIL_2

DEBT AND FINANCE LEASE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt and Finance Lease Liabilities	Debt and finance lease liabilities as of September 30, 2022 and December 31, 2021, were as follows: As of September 30, 2022 December 31, 2021 Current: Promissory notes $ 10,000 $ — Insurance premium financing 4,002 — Finance lease liabilities 355 140 Debt and finance lease liabilities, current $ 14,357 $ 140 Non-current: Convertible Notes $ 193,205 $ — Financing obligation 48,558 — Promissory notes 40,876 24,639 Finance lease liabilities 619 408 Long-term debt and finance lease liabilities, net of current portion $ 283,258 $ 25,047
Carrying Values and Estimated Fair Values	The fair value of debt obligations are estimated using level 2 fair value inputs, including stock price and risk-free rates. The following table presents the carrying value and estimated fair values: As of September 30, 2022 Carrying Value Fair Value Convertible Notes $ 193,205 $ 185,788 Collateralized Note 46,987 45,652 Second Collateralized Note 3,888 3,792
Net Carrying Amounts of Debt Component	The net carrying amounts of the debt component of the Convertible Notes were as follows: As of September 30, 2022 Principal amount $ 200,000 Accrued PIK interest 7,284 Unamortized discount (6,898) Unamortized issuance costs (7,181) Net carrying amount $ 193,205 As of September 30, 2022, the effective interest rate on the Convertible Notes was 12.99%. A mortization of the debt discount and issuance costs is reported as a component of interest expense and is computed using the straight-line method over the term of the Convertible Notes, which approximates the effective interest method. The following table presents the Company's interest expense related to convertible debt: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Contractual interest expense $ 5,500 $ 7,284 Amortization of debt discount and issuance costs 922 1,228 Total interest expense $ 6,422 $ 8,512

STOCK BASED COMPENSATION EXPE_2

STOCK BASED COMPENSATION EXPENSE (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Changes in Stock Options	Changes in stock options are as follows: Options Weighted Weighted Average Outstanding at December 31, 2021 28,996,160 $ 1.28 6.87 Granted — — Exercised 1,581,791 1.25 Cancelled 29,281 3.39 Outstanding at September 30, 2022 27,385,088 $ 1.28 6.09 Vested and exercisable as of September 30, 2022 27,275,672 $ 1.27 6.08
Changes in RSU's, Market Based RSU's and Unrecognized Compensation Expenses	Changes in RSUs are as follows: Number of RSUs Balance at December 31, 2021 12,178,672 Granted 14,196,410 Released 4,025,887 Cancelled 1,978,005 Balance at September 30, 2022 20,371,190 Nine Months Ended September 30, 2022 Stock price $5.32 - $9.66 Term (years) 0.80 - 1.80 Risk-free interest rate 1.7% - 3.5% Expected volatility 100% Changes in market based RSUs are as follows: Number of Market Based RSUs Balance at December 31, 2021 13,317,712 Granted 1,351,361 Released — Cancelled 11,128,458 Balance at September 30, 2022 3,540,615 As of September 30, 2022, total unrecognized compensation expense was as follows: Unrecognized Compensation Expense Options $ 184 Market based RSUs 20,943 RSUs 157,502 Total unrecognized compensation expense at September 30, 2022 $ 178,629
Impact of Stock-Based Compensation Expense	The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 10,105 $ 6,418 $ 28,112 $ 26,968 Selling, general, and administrative 92,740 42,629 183,102 125,015 Total stock-based compensation expense $ 102,845 $ 49,047 $ 211,214 $ 151,983

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Computation of the Basic and Diluted Net Loss Per Share	The following table sets forth the computation of the basic and diluted net loss per share for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (236,234) $ (267,567) $ (562,172) $ (531,022) Less: revaluation of warrant liability — (4,467) — (2,907) Adjusted net loss $ (236,234) $ (272,034) $ (562,172) $ (533,929) Denominator: Weighted average shares outstanding, basic 438,416,393 400,219,585 426,382,736 395,691,795 Dilutive effect of common stock issuable from assumed exercise of warrants — 11,084 — 169,081 Weighted average shares outstanding, diluted 438,416,393 400,230,669 426,382,736 395,860,876 Net loss per share: Basic $ (0.54) $ (0.67) $ (1.32) $ (1.34) Diluted $ (0.54) $ (0.68) $ (1.32) $ (1.35)
Schedule of Common Stock Equivalents were Excluded from the Computation of Diluted Net Loss Per Share	The following outstanding common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Convertible Notes (on an as-converted basis) 22,872,040 — 22,872,040 — Outstanding warrants 760,915 — 760,915 — Stock options, including performance stock options 27,385,088 29,299,842 27,385,088 29,299,842 Restricted stock units, including market based RSUs 23,911,805 24,319,237 23,911,805 24,319,237 Total 74,929,848 53,619,079 74,929,848 53,619,079

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)				1 Months Ended	3 Months Ended			9 Months Ended
	Jul. 30, 2022 USD ($)	Sep. 13, 2021 USD ($)	Jun. 22, 2021 USD ($) $ / shares	Jun. 30, 2022 USD ($) day $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents					$ 315,731,000	$ 497,241,000	$ 586,986,000	$ 315,731,000	$ 586,986,000
Current and non-current restricted cash					88,100,000	25,000,000		88,100,000
Allowance for credit loss					0	0		0
Derivative liability						4,189,000
Reclassification from mezzanine equity to equity after elimination of put right							5,532,000		5,532,000
Settlement of price differential								6,588,000	$ 0
Warranty accrual				$ 2,203,000	4,401,000	0		4,401,000
Senior secured note receivable					10,081,000			10,081,000
Romeo Power, Inc
Restricted Cash and Cash Equivalents Items [Line Items]
Senior secured notes receivable issued					10,000,000			10,000,000
Fair value of senior secured notes receivable					10,100,000			10,100,000
Accrued Liabilities
Restricted Cash and Cash Equivalents Items [Line Items]
Warranty accrual					1,100,000			1,100,000
Other Noncurrent Liabilities
Restricted Cash and Cash Equivalents Items [Line Items]
Warranty accrual					3,300,000			3,300,000
Level 3
Restricted Cash and Cash Equivalents Items [Line Items]
Derivative liability						4,189,000
Senior secured note receivable					10,081,000			10,081,000
Senior Loans | Romeo Power, Inc | Nikola Corporation
Restricted Cash and Cash Equivalents Items [Line Items]
Principal amount	$ 30,000,000
Incremental increase	$ 20,000,000
Convertible Notes
Restricted Cash and Cash Equivalents Items [Line Items]
Principal amount				$ 200,000,000	200,000,000			200,000,000
Interest rate, stated percentage				8%
Paid-in-kind interest rate				11%
Embedded Derivative Financial Instruments
Restricted Cash and Cash Equivalents Items [Line Items]
Notional amount				$ 9,000,000
Remaining term (in years)				30 months
Trigger price (in dollars per share) | $ / shares				$ 20
Trading days during consecutive trading day period | day				20
Period of consecutive trading days | day				40
Derivative Financial Instruments, Put Right Liabilities | Exercise price
Restricted Cash and Cash Equivalents Items [Line Items]
Measurement input, liabilities | $ / shares			14.86
Wabash Valley Resources LLC
Restricted Cash and Cash Equivalents Items [Line Items]
Equity interest			20%
Sale of stock, consideration received on transaction			$ 10,000,000
Wabash Valley Resources LLC | Put Option
Restricted Cash and Cash Equivalents Items [Line Items]
Fair value of put right			$ 3,200,000
Wabash Valley Resources, Amended MIPA
Restricted Cash and Cash Equivalents Items [Line Items]
Reclassifications of temporary to permanent equity		$ 13,200,000
Derivative liability		$ 7,700,000
Reclassification from mezzanine equity to equity after elimination of put right							$ 5,500,000
Wabash Valley Resources, Amended MIPA | First Price Differential
Restricted Cash and Cash Equivalents Items [Line Items]
Settlement of price differential						3,400,000
Wabash Valley Resources, Amended MIPA | Second Price Differential
Restricted Cash and Cash Equivalents Items [Line Items]
Settlement of price differential					6,600,000
Money Market
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents					$ 0	$ 463,900,000		$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 315,731	$ 497,241	$ 586,986
Restricted cash and cash equivalents – current	600	0	0
Restricted cash and cash equivalents – non-current	87,459	25,000	0
Cash, cash equivalents and restricted cash and cash equivalents	$ 403,790	$ 522,241	$ 586,986	$ 849,278

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
Derivative asset	$ 500
Senior secured note receivable	10,081
Liabilities
Warrant liability	791	$ 4,284
Derivative liability		4,189
Money Market
Assets
Cash equivalents – money market		463,867
Level 1
Assets
Derivative asset	0
Senior secured note receivable	0
Liabilities
Warrant liability	0	0
Derivative liability		0
Level 1 | Money Market
Assets
Cash equivalents – money market		463,867
Level 2
Assets
Derivative asset	0
Senior secured note receivable	0
Liabilities
Warrant liability	0	0
Derivative liability		0
Level 2 | Money Market
Assets
Cash equivalents – money market		0
Level 3
Assets
Derivative asset	500
Senior secured note receivable	10,081
Liabilities
Warrant liability	$ 791	4,284
Derivative liability		4,189
Level 3 | Money Market
Assets
Cash equivalents – money market		$ 0

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrants & Derivatives (Details) - USD ($) $ in Thousands	4 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Embedded Derivative Financial Instruments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Estimated fair value at beginning of period	$ 1,500
Change in estimated fair value	(1,000)
Estimated fair value at end of period	500	$ 500
Warrant Liability | VectoIQ
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Estimated fair value at beginning of period		4,284
Change in estimated fair value		(3,493)
Estimated fair value at end of period	791	791
Derivative Liability | Price Differential
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Estimated fair value at beginning of period		4,189
Change in estimated fair value		2,399
Settlement of second price differential		(6,588)
Estimated fair value at end of period	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Warrants, Inputs & Assumptions (Details)	Sep. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Remaining term (in years)	2 years 8 months 4 days	3 years 5 months 1 day
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	3.52	9.87
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	11.50	11.50
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.90	0.90
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.0424	0.0103
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0	0

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement Inputs (Details)	Sep. 30, 2022 $ / shares	Jun. 01, 2022 $ / shares	Dec. 31, 2021 $ / shares	Jun. 22, 2021 $ / shares
Stock price | Price Differential
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, liabilities			9.87
Stock price | Embedded Derivative Financial Instruments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, assets	3.52	6.77
Threshold price | Derivative Financial Instruments, Put Right Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, liabilities				14.86
Threshold price | Price Differential
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, liabilities			14.86
Threshold price | Embedded Derivative Financial Instruments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, assets	20	20
Remaining term (in years) | Embedded Derivative Financial Instruments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, assets	2.17	2.50
Volatility | Price Differential
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, liabilities			1
Volatility | Embedded Derivative Financial Instruments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, assets	1	0.90
Risk-free rate | Price Differential
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, liabilities			0.0018
Risk-free rate | Embedded Derivative Financial Instruments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, assets	0.0418	0.0273
Payer cost of debt | Embedded Derivative Financial Instruments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, assets	0.0625	0.0430

SUMMARY OF SIGNIFICANT ACCOU_10

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranty Accrual (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Movement in Standard Product Warranty Accrual [Roll Forward]
Accrued warranty - beginning of period	$ 2,203	$ 0
Warranty costs incurred	(200)	(200)
Net changes in liability for pre-existing warranties	(213)	0
Provision for new warranties	2,611	4,601
Accrued warranty - end of period	$ 4,401	$ 4,401

BALANCE SHEET COMPONENTS - Inve

BALANCE SHEET COMPONENTS - Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 63,398	$ 7,344
Work in process	5,547	4,253
Finished goods	10,935	0
Service parts	1,189	0
Inventory	$ 81,069	$ 11,597

BALANCE SHEET COMPONENTS - Prep

BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid acquisition-related consideration	$ 11,910	$ 0
Prepaid expenses	11,750	5,116
Senior secured note receivable	10,081	0
Non-trade receivables	7,206	2,717
HQ Sale Agreement receivable	4,528	0
Deposits	4,204	5,615
Deferred implementation costs	2,179	2,443
Prepaid expenses and other current assets	$ 51,858	$ 15,891

BALANCE SHEET COMPONENTS - Narr

BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Amortization of intangible assets	$ 1.2	$ 0	$ 2.4	$ 0
Depreciation	$ 3.9	$ 2.2	$ 10.5	$ 5.9

BALANCE SHEET COMPONENTS - Prop

BALANCE SHEET COMPONENTS - Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Finance lease assets	$ 1,338	$ 646
Property, plant and equipment, gross	391,991	260,884
Less: accumulated depreciation and amortization	(26,942)	(16,507)
Total property, plant and equipment, net	365,049	244,377
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross except finance lease assets	161,798	103,515
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross except finance lease assets	127,797	104,333
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross except finance lease assets	51,178	36,551
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross except finance lease assets	20,762	15
Demo vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross except finance lease assets	12,751	888
Software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross except finance lease assets	8,449	7,562
Other
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross except finance lease assets	3,473	3,011
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross except finance lease assets	2,953	2,883
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross except finance lease assets	$ 1,492	$ 1,480

BALANCE SHEET COMPONENTS - Accr

BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Settlement liability	$ 70,000	$ 50,000
Accrued purchase of intangible asset	29,398	11,344
Other accrued expenses	20,318	8,699
Inventory received not yet invoiced	19,017	8,253
Accrued legal expenses	17,784	5,664
Accrued payroll and payroll related expenses	7,570	2,521
Accrued purchases of property, plant and equipment	6,620	2,817
Derivative liability	0	4,189
Total accrued expenses and other current liabilities	$ 170,707	$ 93,487

INVESTMENTS IN AFFILIATES - Equ

INVESTMENTS IN AFFILIATES - Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 22, 2021
Schedule of Equity Method Investments [Line Items]
Investment in affiliates	$ 76,505		$ 76,505			$ 61,778
Equity in net loss of affiliates	$ (1,984)	$ (1,147)	$ (6,074)	$ (3,067)
Nikola Iveco Europe GmbH
Schedule of Equity Method Investments [Line Items]
Ownership	50%		50%		50%
Investment in affiliates	$ 17,636		$ 17,636			4,083
Equity in net loss of affiliates	(1,959)	(1,359)	(5,998)	(3,279)
Wabash Valley Resources LLC
Schedule of Equity Method Investments [Line Items]
Ownership							20%
Investment in affiliates	57,869		57,869			57,695
Equity in net loss of affiliates	$ (25)	$ 212	$ (76)	$ 212
Nikola - TA HRS 1, LLC
Schedule of Equity Method Investments [Line Items]
Ownership	50%		50%
Investment in affiliates	$ 1,000		$ 1,000			$ 0

INVESTMENTS IN AFFILIATES - Nar

INVESTMENTS IN AFFILIATES - Narrative (Details) $ / shares in Units, $ in Thousands, € in Millions		3 Months Ended				9 Months Ended
	Jun. 22, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2022 EUR (€)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 EUR (€)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Schedule of Equity Method Investments [Line Items]
Investments in affiliates						$ 23,027	$ 25,000
Nikola Iveco Europe GmbH
Schedule of Equity Method Investments [Line Items]
Ownership		50%				50%
Equity method investment, volume and profit allocation percentage		50%
Payments to acquire joint venture		$ 18,400	€ 17	$ 3,300	€ 3
Debt obligations						$ 10,300
Nikola Iveco Europe GmbH | Financial Guarantee
Schedule of Equity Method Investments [Line Items]
Maximum exposure to loss						27,900
Nikola Iveco Europe GmbH | Iveco
Schedule of Equity Method Investments [Line Items]
Ownership		50%
Equity method investment, volume and profit allocation percentage		50%
Wabash Valley Resources LLC
Schedule of Equity Method Investments [Line Items]
Ownership	20%
Maximum exposure to loss						$ 58,100
Investments in affiliates	$ 25,000
Common stock issued for investment in affiliates (in shares) | shares	1,682,367
Average closing stock price, period	30 days
Sale of stock, price per share (in dollars per share) | $ / shares	$ 14.86
Basis difference	$ 55,500
Loan to related party		$ 300
Nikola - TA HRS 1, LLC
Schedule of Equity Method Investments [Line Items]
Ownership						50%
Nikola - TA HRS 1, LLC | Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Ownership				50%	50%
Payments to acquire joint venture		$ 1,000
Nikola - TA HRS 1, LLC | Travel Centers of America
Schedule of Equity Method Investments [Line Items]
Ownership				50%	50%

DEBT AND FINANCE LEASE LIABIL_3

DEBT AND FINANCE LEASE LIABILITIES - Summary (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current:
Finance lease liabilities	$ 355	$ 140
Debt and finance lease liabilities, current	14,357	140
Non-current:
Finance lease liabilities	619	408
Long-term debt and finance lease liabilities, net of current portion	283,258	25,047
Notes Payable
Non-current:
Long-term debt	40,876	24,639
Notes Payable | Promissory notes
Current:
Current maturities of long-term debt	10,000	0
Notes Payable | Insurance premium financing
Current:
Current maturities of long-term debt	4,002	0
Convertible Notes
Non-current:
Long-term debt	193,205	0
Financing obligation
Non-current:
Long-term debt	$ 48,558	$ 0

DEBT AND FINANCE LEASE LIABIL_4

DEBT AND FINANCE LEASE LIABILITIES - Carrying Value and Estimated Fair Value (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Convertible Notes
Debt Instrument [Line Items]
Carrying Value	$ 193,205
Notes Payable | Collateralized Note
Debt Instrument [Line Items]
Carrying Value	46,987
Fair Value	45,652
Notes Payable | Second Collateralized Note
Debt Instrument [Line Items]
Carrying Value	3,888
Fair Value	3,792
Level 2 | Convertible Notes
Debt Instrument [Line Items]
Carrying Value	193,205
Fair Value	$ 185,788

DEBT AND FINANCE LEASE LIABIL_5

DEBT AND FINANCE LEASE LIABILITIES - Narrative (Details) $ / shares in Units, $ in Thousands					3 Months Ended		5 Months Ended	9 Months Ended
	Aug. 04, 2022 USD ($)	Jun. 07, 2022 USD ($)	Jun. 01, 2022 USD ($) day $ / shares	May 10, 2022 USD ($) extension_option	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	May 27, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Secured debt limit per restrictive covenants			$ 500,000
Term of contract				20 years
Number of options to extend | extension_option				4
Renewal term				7 years
Number of extension options reasonably certain of being exercised | extension_option				1
HQ Sale Agreement receivable					$ 4,528		$ 4,528	$ 4,528		$ 0
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity					600		600	600
Standby Letters of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 12,500				$ 25,000
Land, Buildings and Improvements
Debt Instrument [Line Items]
Consideration received				$ 52,500
Asset under Construction
Debt Instrument [Line Items]
Contingent consideration asset				13,100
Convertible Notes
Debt Instrument [Line Items]
Principal amount					$ 200,000	$ 200,000	$ 200,000	200,000
Interest rate, stated percentage						8%
Paid-in-kind interest rate						11%
Conversion ratio			0.1143602
Conversion price (in dollars per share) | $ / shares			$ 8.74
Convertible notes redemption day | day			26
Proceeds from debt, net of issuance costs paid and accrued								$ 183,200
Effective interest rate percentage					12.99%		12.99%	12.99%
Unamortized issuance costs					$ 7,181		$ 7,181	$ 7,181
Interest expense					6,422			8,512
Convertible Notes | Maximum
Debt Instrument [Line Items]
Redemption price (in percent)			130%
Convertible Notes | Minimum
Debt Instrument [Line Items]
Redemption price (in percent)			100%
Convertible Notes | Conversion Circumstance One
Debt Instrument [Line Items]
Threshold trading days | day			20
Threshold consecutive trading days | day			30
Convertible Notes | Conversion Circumstance One | Maximum
Debt Instrument [Line Items]
Threshold of stock price trigger (in percent)			130%
Convertible Notes | Conversion Circumstance Two
Debt Instrument [Line Items]
Trading days require during a period of consecutive trading days | day			5
Period of consecutive trading days | day			10
Convertible Notes | Conversion Circumstance Two | Minimum
Debt Instrument [Line Items]
Threshold of stock price trigger (in percent)			98%
Financing obligation
Debt Instrument [Line Items]
Principal amount				38,300
Unamortized issuance costs				1,100
Proceeds from debt, net of discount and issuance costs							10,300
HQ Sale Agreement receivable					4,500		$ 4,500	4,500
Interest expense					900			1,400
Notes Payable | Promissory Notes
Debt Instrument [Line Items]
Interest expense								400
Repayments of long-term debt				$ 25,000
Unamortized debt issuance expense						$ 300
Notes Payable | Collateralized Promissory Notes [Member]
Debt Instrument [Line Items]
Principal amount		$ 50,000
Interest rate, stated percentage		4.26%
Interest expense					$ 500			$ 700
Collateral amount		$ 50,000
Debt instrument, term		60 months
Notes Payable | Second Collateralized Note
Debt Instrument [Line Items]
Principal amount	$ 4,000
Interest rate, stated percentage	7%
Debt instrument, term	60 months
Notes Payable | Insurance premium financing
Debt Instrument [Line Items]
Principal amount									$ 6,600
Interest rate, stated percentage									2.95%

DEBT AND FINANCE LEASE LIABIL_6

DEBT AND FINANCE LEASE LIABILITIES - Net Carrying Amounts of Debt (Details) - Convertible Notes - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Debt Instrument [Line Items]
Principal amount	$ 200,000	$ 200,000
Accrued PIK interest	7,284
Unamortized discount	(6,898)
Unamortized issuance costs	(7,181)
Net carrying amount	$ 193,205

DEBT AND FINANCE LEASE LIABIL_7

DEBT AND FINANCE LEASE LIABILITIES - Interest Expense (Details) - Convertible Notes - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Debt Instrument [Line Items]
Contractual interest expense	$ 5,500	$ 7,284
Amortization of debt discount and issuance costs	922	1,228
Total interest expense	$ 6,422	$ 8,512

CAPITAL STRUCTURE (Details)

CAPITAL STRUCTURE (Details) $ / shares in Units, $ in Thousands						1 Months Ended	3 Months Ended			9 Months Ended
	Mar. 22, 2022 shares	Nov. 29, 2021 shares	Sep. 24, 2021 USD ($) day shares	Jun. 30, 2021 shares	Jun. 11, 2021 USD ($) day	Aug. 31, 2022 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($) shares
Class of Warrant or Right [Line Items]
Common stock and preferred stock, shares authorized (in shares) | shares							950,000,000			950,000,000
Common stock, shares authorized (in shares) | shares							800,000,000			800,000,000		600,000,000
Preferred stock, shares authorized (in shares) | shares							150,000,000			150,000,000		150,000,000
Warrants outstanding (in shares) | shares							760,915			760,915
Number of shares called by each warrant (in shares) | shares							1			1
Warrant exercise price per share (in dollars per share) | $ / shares							$ 11.50			$ 11.50
Warrant period following business combination										30 days
Gain revaluation of warrant liability							$ 586	$ 4,467		$ 3,493	$ 2,907
Warrant liability							$ 791			791		$ 4,284
Purchase period					36 months
Issuance of common stock for commitment shares									$ 2,600	0	5,564
Gross proceeds										$ 100,512	$ 0
Registration Rights Agreement
Class of Warrant or Right [Line Items]
Maximum authorized amount					$ 300,000
Maximum allowable beneficial ownership (in percent)					4.99%
Number of shares issued in transaction (in shares) | shares	17,025,590			18,012,845			0	6,270,740		17,248,244	6,270,740
Percentage of volume weighted average price					97%
Consecutive trading days | day					3
Sale of stock, consideration received on transaction							$ 0	$ 72,900		$ 123,700	$ 72,900
Remaining authorized amount										12,500
Registration Rights Agreement Shares Issued For Commitment Fee
Class of Warrant or Right [Line Items]
Number of shares issued in transaction (in shares) | shares									155,703
Second Purchase Agreement
Class of Warrant or Right [Line Items]
Maximum allowable beneficial ownership (in percent)			4.99%
Purchase period			36 months
Number of shares issued in transaction (in shares) | shares			252,040
Percentage of volume weighted average price			97%
Consecutive trading days | day			3
Issuance of common stock for commitment shares			$ 2,900
Sale of stock, consideration received on transaction			$ 300,000							300,000
Maximum authorized amount (in shares) | shares		29,042,827
Equity Distribution Agreement
Class of Warrant or Right [Line Items]
Maximum authorized amount						$ 400,000
Number of shares issued in transaction (in shares) | shares							19,009,227
Sale of stock, consideration received on transaction							$ 98,000
Fixed commission rate of gross offering proceeds of shares sold						2.50%
Gross proceeds							100,500
Payments for commissions							2,500
Accrued commission							$ 2,500			$ 2,500
Equity Distribution Agreement | Arithmetic Average
Class of Warrant or Right [Line Items]
Sale of stock, price per share (in dollars per share) | $ / shares							$ 5.29			$ 5.29

STOCK BASED COMPENSATION EXPE_3

STOCK BASED COMPENSATION EXPENSE - Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022 USD ($) day executive $ / shares shares	Mar. 31, 2022 USD ($) shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) day $ / shares shares	Sep. 30, 2021 USD ($)	Jun. 30, 2022 milestone day $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense | $	$ 102,845		$ 49,047	$ 211,214	$ 151,983
Time Based Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				36 months
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				3 years
Grants in period (in shares) | shares				14,196,410
RSUs | Technical Engineering Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				3 years
RSUs | Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				1 year
Market based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of award vesting milestones | milestone						3
Vesting threshold trading days | day	20			20		20
Total stock-based compensation expense | $	$ 55,800
Incremental compensation cost | $	$ 4,300
Grants in period (in shares) | shares	402,335	949,026		1,351,361
Total grant date fair value | $	$ 1,100	$ 2,200		$ 1,100
Number of executives, shares granted | executive	2
Market based RSUs | $40 Vesting Milestone
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target stock price per share (in dollars per share)	$ 40			$ 40
Market based RSUs | $55 Vesting Milestone
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target stock price per share (in dollars per share)	55			55
Market based RSUs | $25 Vesting Milestone
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target stock price per share (in dollars per share)	$ 25			$ 25
2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period				10 years
Minimum | Market based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target stock price per share (in dollars per share)						$ 25
Minimum | 2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise period				1 year
Maximum | Market based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target stock price per share (in dollars per share)						$ 55
Maximum | 2017 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise period				4 years

STOCK BASED COMPENSATION EXPE_4

STOCK BASED COMPENSATION EXPENSE - Stock Option Activity (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Options
Outstanding at beginning of period (in shares) | shares	28,996,160
Granted (in shares) | shares	0
Exercised (in shares) | shares	1,581,791
Cancelled (in shares) | shares	29,281
Options at end of period (in shares) | shares	27,385,088	28,996,160
Vested and exercisable as of period end (in shares) | shares	27,275,672
Weighted Average Exercise Price Per share
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 1.28
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	1.25
Cancelled (in dollars per share) | $ / shares	3.39
Outstanding at end of period (in dollars per share) | $ / shares	1.28	$ 1.28
Vested and exercisable at period end (in dollars per share) | $ / shares	$ 1.27
Weighted Average Remaining Contractual Term (Years)
Outstanding at beginning of period (in years)	6 years 1 month 2 days	6 years 10 months 13 days
Vested and exercisable at period end (in years)	6 years 29 days

STOCK BASED COMPENSATION EXPE_5

STOCK BASED COMPENSATION EXPENSE - Schedule of RSUs (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2022
RSUs
Number of RSUs
Non-vested RSUs at beginning of period (in shares)		12,178,672	12,178,672
Granted (in shares)			14,196,410
Released (in shares)			4,025,887
Cancelled (in shares)			1,978,005
Non-vested RSUs at end of period (in shares)	20,371,190		20,371,190
Market based RSUs
Number of RSUs
Non-vested RSUs at beginning of period (in shares)		13,317,712	13,317,712
Granted (in shares)	402,335	949,026	1,351,361
Released (in shares)			0
Cancelled (in shares)			11,128,458
Non-vested RSUs at end of period (in shares)	3,540,615		3,540,615

STOCK BASED COMPENSATION EXPE_6

STOCK BASED COMPENSATION EXPENSE - Weighted Average Assumptions (Details) - Market based RSUs	9 Months Ended
	Sep. 30, 2022 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	1.70%
Risk-free interest rate, maximum	3.50%
Expected volatility	100%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share)	$ 5.32
Term (in years)	9 months 18 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share)	$ 9.66
Term (in years)	1 year 9 months 18 days

STOCK BASED COMPENSATION EXPE_7

STOCK BASED COMPENSATION EXPENSE - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 102,845	$ 49,047	$ 211,214	$ 151,983
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	10,105	6,418	28,112	26,968
Selling, general, and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 92,740	$ 42,629	$ 183,102	$ 125,015

STOCK BASED COMPENSATION EXPE_8

STOCK BASED COMPENSATION EXPENSE - Unrecognized Compensation Expense (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Unrecognized Compensation Expense
Options	$ 184
Total unrecognized compensation expense at September 30, 2022	178,629
Market based RSUs
Unrecognized Compensation Expense
Market Based RSUs and RSUs	20,943
RSUs
Unrecognized Compensation Expense
Market Based RSUs and RSUs	$ 157,502

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Jul. 30, 2022 USD ($)

Feb. 05, 2022

Dec. 21, 2021 USD ($) installment

Jan. 26, 2021

Oct. 19, 2020

Dec. 31, 2022 USD ($)

Jul. 31, 2022 USD ($) payment

Feb. 28, 2019 USD ($) a

Sep. 30, 2022 USD ($)

Sep. 30, 2021 USD ($)

Sep. 30, 2022 USD ($)

Sep. 30, 2021 USD ($)

Dec. 31, 2021 USD ($)

Oct. 14, 2022 count

Jun. 01, 2022

Jan. 28, 2022

Nov. 16, 2020 legal_motion

Sep. 23, 2020 derivative_action

Sep. 15, 2020 lawsuit

Other Commitments [Line Items]

Settlement liabilities, current

$ 70,000

$ 70,000

$ 50,000

Number of putative class action lawsuits | lawsuit

6

Period to file opposition

30 days

Defendants period due to reply plaintiffs'

30 days

Number of derivative actions | derivative_action

2

Period of derivative action

30 days

30 days

Period to file operative complaint

14 days

Defendants to submit the status report, due period

3 days

Amount drawn on facility

6,637

$ 0

Prepaid acquisition-related consideration

11,910

11,910

0

Undiscounted lease payments on lease not yet commenced

13,300

13,300

Purchase obligations

14,300

14,300

Senior Loans | Nikola Corporation

Other Commitments [Line Items]

Interest receivable

100

100

Senior Loans | Romeo Power, Inc

Other Commitments [Line Items]

Debt instrument, term

6 months

Period after termination of merger agreement when outstanding amounts are due

6 months

Senior Loans | Romeo Power, Inc | Nikola Corporation

Other Commitments [Line Items]

Principal amount

$ 30,000

Incremental increase

$ 20,000

Amount drawn on facility

10,000

Remaining available borrowing capacity

20,000

20,000

Senior Loans | Romeo Power, Inc | Secured Overnight Financing Rate (SOFR)

Other Commitments [Line Items]

Basis spread on variable rate

8%

Romeo Power, Inc

Other Commitments [Line Items]

Prepaid acquisition-related consideration

11,900

11,900

FCPM License | Accrued Liabilities

Other Commitments [Line Items]

Accrued license fees

29,400

29,400

Manufacturing Facility Commitment

Other Commitments [Line Items]

Construction completion period (in years)

5 years

Construction completion deadline monthly extension fee

$ 200

Construction completion, maximum extension period (in years)

2 years

Security deposit payable

$ 4,000

Coolidge, Arizona

Other Commitments [Line Items]

Area of land | a

430

Internal Review

Other Commitments [Line Items]

Litigation settlement

$ 125,000

Number of installment payments | installment

5

Period of installment payments

2 years

Payments for legal settlements

$ 5,000

25,000

Number of payments in alternative payment plan | payment

2

Settlement liabilities, current

70,000

70,000

Litigation liability, noncurrent

25,000

25,000

Legal fees

6,000

$ 6,400

25,500

$ 12,600

Accrued legal and professional fees

$ 24,000

$ 24,000

$ 22,700

Number of motions filed | legal_motion

10

Internal Review | Subsequent Event

Other Commitments [Line Items]

Number of counts found guilty on securities fraud | count

1

Number of counts found guilty on wire fraud | count

2

Internal Review | Forecast

Other Commitments [Line Items]

Payments for legal settlements

$ 5,000

NET LOSS PER SHARE - Schedule o

NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net loss	$ (236,234)	$ (267,567)	$ (562,172)	$ (531,022)
Less: revaluation of warrant liability	0	(4,467)	0	(2,907)
Adjusted net loss	$ (236,234)	$ (272,034)	$ (562,172)	$ (533,929)
Denominator:
Weighted average shares outstanding, basic (in shares)	438,416,393	400,219,585	426,382,736	395,691,795
Dilutive effect of common stock issuable from assumed exercise of warrants (in shares)	0	11,084	0	169,081
Weighted average shares outstanding, dilutive (in shares)	438,416,393	400,230,669	426,382,736	395,860,876
Net loss per share:
Basic (in dollars per share)	$ (0.54)	$ (0.67)	$ (1.32)	$ (1.34)
Diluted (in dollars per share)	$ (0.54)	$ (0.68)	$ (1.32)	$ (1.35)

NET LOSS PER SHARE - Schedule_2

NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	74,929,848	53,619,079	74,929,848	53,619,079
Convertible Notes (on an as-converted basis)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	22,872,040	0	22,872,040	0
Outstanding warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	760,915	0	760,915	0
Stock options, including performance stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	27,385,088	29,299,842	27,385,088	29,299,842
Restricted stock units, including market based RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	23,911,805	24,319,237	23,911,805	24,319,237

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Romeo Power, Inc - Subsequent Event	Oct. 14, 2022 shares
Subsequent Event [Line Items]
Shares transferred per share of stock acquired (in shares)	0.1186
Shares transferred per share of share based award (in shares)	0.1186
Shares transferred per share of stock warrant (in shares)	0.1186