SecProbe.io

April 9, 2020
Stephen J. Girsky
President and Chief Executive Officer
VectoIQ Acquisition Corp.
1354 Flagler Drive
Mamoronect, NY 10543
Re:VectoIQ Acquisition Corp.
Registration Statement on Form S-4
Filed March 13, 2020
File No. 333-237179
Dear Mr. Girsky:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed March 13, 2020
What happens for the funds held in the Trust Account . . .?, page 12
1.Please clarify the "cash consideration" that will be paid, as referenced here.  Include in
your revisions the amount of the payment and who will receive it.
Unaudited Historical Comparative and Pro Forma Combined Per Share Data of VectoIQ and
Nikola, page 28
2.Please tell us your consideration for providing equivalent pro forma per share data as
required by Item 3(f) of Form S-4.

 FirstName LastNameStephen J. Girsky
 Comapany NameVectoIQ Acquisition Corp.
 April 9, 2020 Page 2
 FirstName LastName
Stephen J. Girsky
VectoIQ Acquisition Corp.
April 9, 2020
Page 2
Risk Factors, page 32
3.We note the disclosure beginning on page 107 regarding uncertain tax consequences
related to the redemption.  Please add a risk factor addressing these uncertain tax
consequences, the degree of uncertainty and the potential risk to investors.
Although we hope to be the first to bring BEV and FCEV class 8 semi-trucks to market, . . .,,
page 40
4.The caption of this risk factor refers to displaying prototypes and the text mentions
announcing plans to offer semi-trucks, but it is unclear what is the developmental status of
their vehicles relative to yours.  Likewise, you refer on page 138 to various
announcements, plans and intentions of your competitors, but it is unclear where they are
in the development process.  Please clarify.  Also clarify whether your competitors' FCEV
semi-trucks will rely of a similar network of hydrogen fueling stations.
We will require Public Stockholders who wish to redeem their shares . . ., , page 60
5.We note the disclosures regarding a minimum of 10 days advance notice of the meeting,
allotting two weeks to obtain physical certificates from the transfer agent and the need to
exercise redemption rights up to two days before the vote.  We also note your statement
on pages 11 and 75 that it is your understanding that stockholders should generally allot at
least one week to obtain physical certificates. Please reconcile the inconsistencies on
pages 11, 75 and 60.
Our amended and restated certificate of incorporation provides, . . ., page 61
6.We note that your disclosure here and forum selection provision in your proposed articles
of incorporation included as Annex B identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action.”
However, we note that Exhibit 3.4 identifies the federal district court for the District of
Delaware as having jurisdiction in the event the Court of Chancery of the State of
Delaware or other state court in Delaware has jurisdiction or is permitted by law to have
sole and exclusive jurisdiction.  Please reconcile these provisions and disclose whether
this provision applies to actions arising under the Securities Act or Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. If the
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.  If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing

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 Comapany NameVectoIQ Acquisition Corp.
 April 9, 2020 Page 3
 FirstName LastNameStephen J. Girsky
VectoIQ Acquisition Corp.
April 9, 2020
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documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
Unaudited Pro Forma Condensed Combined Financial Information, page 63
7.We note the pro forma financial statements give effect to the Business Combination and
several related transactions.  Please address the following:
•More fully explain to us how you determined each related transaction is directly
related to the Business Combination and is factually supportable;
•Clearly disclose if there are any circumstances under which the Business
Combination could proceed without one or more of the related transactions also
occurring and, if there are, revise the pro forma financial statements to appropriately
reflect those alternatives;
•Identify who the 1,499,700 shares on Series B preferred stock will be repurchased
from, explain how the number of shares to be repurchased and the repurchase price
were determined, disclose the issuance price of the shares, and explain the reason
why the shares are being repurchased; and
•Identify who controls M&M Residual, explain how the number of shares to be
repurchased and the repurchase price were determined, disclose when and for how
much the shares were acquired, and explain the reason why the shares are being
repurchased.
8.Refer to note 2(B) on page 68.  Please disclose and discuss the specific nature of the in-
kind services to be provided and the expected time period during which the services will
be provided.
9.Refer to note 3 on page 71.  Please provide a reconciliation that demonstrates how you
determined the pro forma weighted average shares used to calculate pro forma earnings
per share.

The Background of the Business Combination, page 77
10.Please revise this section to describe how the parties agreed on the nature and amount of
consideration to be offered in the business combination, as well as the structure of the
transaction and valuation of Nikola.  Include in your revisions proposals made by each
party and any counteroffers.  For example, clarify your disclosure on page 79 regarding
"potential deal terms," "VectoIQ's views of valuation" and "cash requirements."
11.We note from your disclosure several transactions that will occur concurrently or in
connection with the business combination, such as the PIPE, redemption of $70.0 of
common stock from M&M Residual and agreements related to Nikola's Series D preferred
stock.  Please disclose how and why these and any other transactions to be undertaken in
connection with the business combination were negotiated by the parties.

 FirstName LastNameStephen J. Girsky
 Comapany NameVectoIQ Acquisition Corp.
 April 9, 2020 Page 4
 FirstName LastName
Stephen J. Girsky
VectoIQ Acquisition Corp.
April 9, 2020
Page 4
12.Please expand your disclosure on page 81 to address how the board concluded that the fair
market value of Nikola was equal to at least 80% of the funds held in the Trust Account.
While we note the reasons for the transaction disclosed beginning on page 81, it is unclear
how those factors relate to the board's conclusion.
VectoIQ's Board of Directors' Reasons for the Approval of the Business Combination, page 81
13.Refer to the last bullet on page 82.  Please clarify how the board concluded that Nikola's
multples compare favorable to the other companies to which you refer, given that it
appears the board's multiples related to Nikola are for 2022-2025 while the multiples for
the other companies are only for 2020.  Did your board conduct a multiple comparison for
2020-2025 for Nikola and the other companies?   Please also address how the board
considered Nikola's declining year-over-year multiples and the median multiples for the
comparable companies relative to the multiples for Nikola.
Proposal No. 2 The amendments to VectoIQ”s Certificate of Incorporation Proposal, page 116
14.We note that you have proposed material amendments to your certificate of incorporation
that are not discussed here. In that regard, we note that the exclusive forum provision is
revised in your new certificate of incorporation and that you have added a super majority
vote provision for certain amendments. Please revise this section to disclose material
amendments to your certificate of incorporation, the reasons for and the general effect of
the amendments.
Zero-Emission Vehicles Enabled by Significant Reduction . . .,, page 137
15.Please discuss the life cycle and efficiency of the batteries included and to-be-included in
your vehicles and, more generally, BEVs and FCEVs.  For example, how long are
batteries capable of holding a full charge?  To what extent do they lose that ability year
over year?
Manufacturing and Production, page 148
16.We note the disclosure on pages 66 and 68 regarding the amount of cash and cash
equivalents you anticipate having following completion of the business combination and
related transactions.  Please disclose your anticipated use of those funds.  For example,
will you use those funds for the U.S. production facility referenced on page 149 or to
satisfy your obligations under the agreements discussed on pages 159-161?  If so, disclose
the amount of funds to be used and, if you expect to require additional funds, the sources
and amounts of capital necessary.  Also revise your discussion beginning on page 175 to
discuss how these funds are expected to affect your long and short-term liquidity.

 FirstName LastNameStephen J. Girsky
 Comapany NameVectoIQ Acquisition Corp.
 April 9, 2020 Page 5
 FirstName LastName
Stephen J. Girsky
VectoIQ Acquisition Corp.
April 9, 2020
Page 5
CNHI Services Agreement with CNHI/Iveco, page 160
17.Please revise to clarify the nature of the license you received under this agreement.  For
example, describe the scope and duration of intellectual property you are permitted to
use.
Agreements with Nikola's Named Executive Officers . . ., , page 163
18.Please file as exhibits the "new executive employment agreements" referenced here and
describe the material terms of those agreements.  Also, regarding Mr. Brady's current
agreement, please clarify whether the "specific fundraising milestones" include the
amounts to be raised and received in connection with the transactions described in this
registration statement, such as amounts to be received in the PIPE or from the trust
account.
Nikola Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Cash Flows from Investing Activities, page 176
19.Your disclosures here and elsewhere in the filing discuss your plans to build out and tool
your North American truck manufacturing facility in Coolidge, Arizona and to develop a
network of hydrogen fueling stations.  As a result of these plans, we note you expect net
cash used in investing activities to continue to increase substantially.  Please quantify the
expected costs of these projects and, if you expect the projects to extend beyond the
current fiscal year, disclose the amounts you expect to spend during each period.
Critical Accounting Policies and Estimates
Intangible Assets, page 179
20.Please clarify whether and how you assess the License Intangible Asset for impairment
prior to it being amortized.
VectoIQ Management's Discussion and Analysis of Financial Condition and Results of
Operations
Controls and Procedures, page 206
21.Please revise your disclosures to comply with our comment letter related to VectoIQ's
Form 10-K for the year ended December 31, 2019.
Executive Officers and Directors After the Business Combination, page 214
22.Please clarify Mr. Russell's business experience from August 2018 until July 2019.

 FirstName LastNameStephen J. Girsky
 Comapany NameVectoIQ Acquisition Corp.
 April 9, 2020 Page 6
 FirstName LastName
Stephen J. Girsky
VectoIQ Acquisition Corp.
April 9, 2020
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Description of VectoIQ’s Securities, page 223
23.We note that this section provides a summary of the material terms of VectoIQ's securities
following the Business Combination. We also note that the disclosures on page 230 are
not reflected in your proposed certificate of incorporation. Please revise or advise.
Shares Eligible for Future Sale, page 232
24.Please revise to address the effect of Rule 144(i).  Please also revise to clarify how "[a]ll
of VectoIQ's equity shares that will be outstanding" after the transaction will be "restricted
securities," given the initial public offering you say you completed in 2018.
Nikola Corporation Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(a) Principles of Consolidation, page F-8
25.We note that the consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries.  We also note several references to joint ventures and
other arrangements, such as those with CNHI, Ryder and Bosch, throughout the filing.
For example, on page 44 you explain the significant benefits to your joint venture with
CNHI.  Please tell us whether you are currently a party to these arrangements and, if you
are, disclose and discuss these arrangements and how you account for them in your
financial statements.  If you are not, please ensure all disclosures throughout the filing
indicate these arrangements have not yet commenced.
5. Intangible Assets, Net, page F-21
26.In regard to the license to intellectual property granted to you by Iveco as part of the
Series D financing, please address the following:
•Disclose the material terms of the license and explain you determined it meets the
requirements of an intangible asset,
•Explain how you determined the fair value of the license.  Given that Iveco is a
related party, tell us any consideration you gave to SAB Topic 5G when determining
value; and,
•Disclose how you determined a 7-year useful life is appropriate and how you
determined amortizing this asset using a straight line method is appropriate.
6. Related Party Transactions, page F-22
27.We note the disclosures related to the Series D stock purchase agreement with CNHI and
Iveco.  Please address the following:
•More fully explain to us how you determined the shares you allocated to the cash you
received, the license you obtained, and the in-kind services you have or will receive;
•More fully explain to us the specific nature and terms of the license and in-kind
services;

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 Comapany NameVectoIQ Acquisition Corp.
 April 9, 2020 Page 7
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VectoIQ Acquisition Corp.
April 9, 2020
Page 7
•More fully explain to us how you determined the fair value of the license you
obtained and the fair value of the in-kind services you have or will receive; and
•More fully explain to us the factors that resulted in the difference in the valuations of
the Series C and D financings.
8. Capital Structure, page F-25
28.We note the disclosures here and in note 14 - Subsequent Events - related to share
repurchases.  Please address the following:
•More fully explain the facts