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April 15, 2020

Office of Manufacturing

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

Attn: Geoff Kruczek

Re:                           VectoIQ Acquisition Corp.
 Registration Statement on Form S-4
 Filed March 13, 2020
 File No. 333-237179

Dear Mr. Kruczek:

On behalf of our client, VectoIQ Acquisition Corp., a Delaware corporation (the “Company”), set forth below are the Company’s responses to the comments of the Staff communicated in its letter addressed to the Company, dated April 9, 2020, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection with such responses, we are concurrently submitting, electronically via EDGAR, Amendment No. 1 (“Amendment No. 1”) to the Registration Statement.

For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in Amendment No. 1. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in Amendment No. 1.

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.

The Company has revised the disclosure on page 12 in response to the Staff’s comment.

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.

The Company has revised the disclosure on page 29 as requested in response to the Staff’s comment.

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.

The Company has added a risk factor on page 62 in response to the Staff’s comment.

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.

The Company has revised the disclosure on pages 40, 146 and 147 as requested in response to the Staff’s comment.

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.

The Company has revised the disclosure on page 61 in response to the Staff’s comment.

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 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.

The Company has revised the proposed second amended and restated certificate of incorporation of the Company, and has revised the disclosure on pages 62 and 63, in response to the Staff’s comment.

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.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it considered the provisions of Rule 11-02(b)(6) of Regulation S-X as it pertains to the unaudited pro forma condensed combined financial information included within the Registration Statement. Under the aforementioned provisions, pro forma adjustments should give effect to events that are (i) directly attributable to the transaction, and (ii) factually supportable. The Company believes that the related transactions included in the pro forma financial information comply with the requirements of Rule 11-02(b)(6) of Regulation S-X, as the related transactions are being entered into, were entered into in connection with, or are conditioned upon, the closing of the Business Combination. Additionally, the Company notes that Article 11 of Regulation S-X requires the disclosure of pro forma financial information that would be material to an investor. As the related transactions impact the number of shares and percentage ownership interests of New Nikola upon the completion of the Business Combination, the Company believes the related transactions are key components to understanding and evaluating the Business Combination and are thus material to an investor or a reader of the Registration Statement.

Because the Company believes each of the related transactions disclosed in the introductory paragraph of the pro forma financial information are directly attributable to the Business Combination and factually supportable, as explained further below, the Company has determined that no revision to the pro forma financial statements is necessary.

In connection with the execution of the Business Combination Agreement, effective as of March 2, 2020, VectoIQ entered into separate subscription agreements (each, a “Subscription Agreement”) with a number of investors (each, a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and VectoIQ agreed to sell to the Subscribers, an aggregate of 52,500,000 shares of VectoIQ Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $525 million. The closing of the sale of the PIPE Shares pursuant to the Subscription Agreement is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing. As such, the Company determined that the issuance of PIPE Shares is directly attributable to the Business Combination and factually supportable by the underlying subscription agreements. Please refer to “Subscription Agreements” on page 110 for further discussion.

On February 28, 2020, Nikola and CNHI amended the Series D Purchase Agreement for future sales and issuances of Series D redeemable convertible preferred stock to CNHI and its affiliates. The amendment will result in Nikola issuing CNHI and its affiliates the remaining previously committed shares of Series D redeemable convertible preferred stock of 2,699,784 and 4,967,572 in exchange for $50.0 million cash and $92.0 million in-kind services, respectively. While the amendment of the Series D Purchase Agreement was not entered into in connection with the Business Combination, the additional issuance of Series D redeemable convertible preferred stock is a subsequent event to the historical financial statements of Nikola for the year ended December 31, 2019 and is directly related to the Business Combination as these additional Series D redeemable convertible preferred stock issued will be converted into an equal number of shares of Nikola Common Stock immediately prior to the Business Combination, as detailed in the Business Combination Agreement.  As such, the Company determined that the issuance of additional Series D redeemable convertible preferred stock to CNHI and its affiliates is directly attributable to the Business Combination and factually supportable by the amended Series D Preferred Stock Purchase Agreement. Please refer to “Related Party License and Service Agreements” on page F-22 for further information on the Series D Purchase Agreement and the CNHI Services Agreement.

On March 2, 2020, in accordance with the redemption rights granted pursuant to the Nimbus Redemption Letter Agreement, as amended (as defined below), Nikola entered into a Series B preferred stock repurchase agreement (“the Repurchase Agreement”) with Nimbus Holdings LLC (“Nimbus”), whereby Nikola agreed to repurchase 1,499,700 shares of Nikola’s Series B preferred stock from Nimbus at a price of $16.67 per share for an aggregate repurchase price of $25.0 million. Pursuant to that certain letter agreement by and between Nikola and Nimbus, dated August 3, 2018 (as amended, the “Nimbus Redemption Letter Agreement”), Nimbus received the right but not the obligation to sell back to Nikola its shares of Series B preferred stock and Series C preferred stock, with any such repurchases applying first to the Series B preferred stock held by Nimbus. The number of shares to be repurchased pursuant to the Repurchase Agreement was negotiated by Nikola and Nimbus as a mechanism to compensate Nimbus for agreeing to relinquish the redemption rights granted to Nimbus under the Nimbus Redemption Letter Agreement. The parties agreed that the repurchase price constituted the price that Nimbus would otherwise be entitled to under the Nimbus Redemption Letter Agreement. The shares of Series B preferred stock were originally issued on September 1, 2017 at a purchase price of $7.73 per share. As set forth in the Repurchase Agreement, Nikola is to repurchase these Series B preferred stock upon the earliest of (1) the Business Combination with VectoIQ, or (2) the sale of additional shares of Series D redeemable convertible preferred stock of at least $50.0 million. As the timing of the sale by Nikola of additional shares of Series D redeemable convertible preferred stock in the amount of at least $50.0 million is not certain at the time of the filing of the Registration Statement, the Company has determined that the Business Combination may be the earlier of the two events to take place, and thus, the repurchase of the Series B redeemable convertible preferred stock will be completed immediately prior to the closing of the Business Combination and is directly attributable to the Business Combination and factually supportable by the Repurchase Agreement. Please refer to “Series B Preferred Stock Financing” on page 191 and “Repurchase Agreements” on page 192 for further information.

In the first fiscal quarter of 2020, Nikola closed subsequent tranches of its Series D preferred stock financing in which it sold an additional 718,256 shares of Series D redeemable convertible preferred stock for $13.3 million. While the closing of the subsequent tranches of Nikola’s Series D preferred stock financing was not completed in connection with the Business Combination, the additional issuance of Series D redeemable convertible preferred stock is a subsequent event to the historical financial statements of Nikola for the year ended December 31, 2019 and is directly related to the Business Combination as these shares of additional Series D redeemable convertible preferred stock issued will be converted into an equal number of shares of Nikola Common Stock immediately prior to the Business Combination, as detailed in the Business Combination Agreement. As such, the Company determined that the issuance of additional Series D redeemable convertible preferred stock as of its Series D preferred stock financing is directly attributable to the Business Combination and factually supportable by the amended Series D Preferred Stock Purchase Agreement. Please refer to “Series D Preferred Stock Financing” on page 190 for further information.

As detailed in Section 7.18 in the Business Combination Agreement, Nikola has agreed that immediately following, and subject to the Effective Time, New Nikola shall redeem 7,000,000 shares of the VectoIQ common stock from M&M Residual, LLC at a purchase price of $10.00 per share, payable in immediately available funds. M&M Residual, LLC is a Nevada limited liability company that is wholly owned by Trevor R. Milton, Nikola’s Chief Executive Officer. The number of shares to be redeemed and the redemption price were determined and agreed upon during negotiations between the various parties to the Business Combination, including Mr. Milton and representatives of VectoIQ, Nikola and the Subscribers, and agreed upon terms are included in Section 7.18 of