Nikola Corporation signed a non-binding letter of intent to acquire VectoIQ Acquisition Corp. (NasdaqCM:VTIQ) for 2.9 billion in a reverse merger transaction on December 24, 2019. Nikola Corporation entered into a definitive agreement to acquire VectoIQ Acquisition Corp. (NasdaqCM:VTIQ) in a reverse merger transaction on March 2, 2020. At the closing of the transaction, each outstanding share of Nikola common stock, including each share of Nikola preferred stock that will be converted into an equal number of shares of Nikola common stock immediately prior to such closing, will be cancelled and automatically converted into the right to receive 1.901 shares of common stock of VectoIQ. Current Nikola stockholders will own 276,998,624 shares of VectoIQ Common Stock, representing approximately 77.1% of the total shares outstanding. Upon the closing of the transaction, Current Nikola stockholders will remain majority owners of the combined company at closing. Cash proceeds raised in connection with the transaction, which will primarily be used to fund operations, support growth and for other general corporate purposes, will be funded through a combination of VectoIQ's cash in trust, VectoIQ's common stock and a $525 million private placement of common stock at $10 per share led by institutional investors including Fidelity Management & Research Company, ValueAct Spring Fund and P. Schoenfeld Asset Management LP. Pursuant to the transaction, the combined company will be named Nikola Corporation and is expected to remain NASDAQ-listed under the new ticker symbol "NKLA". In the event of termination, Nikola will pay a termination fee in the amount of $82 million.

Trevor R. Milton, founder and Chief Executive Officer of Nikola Corporation, will serve as Executive Chairman of the combined company. Mark A. Russell will serve as President, Chief Executive Officer and Director of combined company. Kim Brady, currently the Chief Financial Officer at Nikola Corporation, will continue in that role post-close. Joseph R. Pike will serve as Chief Human Resources Officer and Britton Worthen will serve as Chief Legal Officer and Secretary of the surviving corporation. The combined company will add Stephen J. Girsky, current Chief Executive Officer of VectoIQ Acquisition Corp. and former Vice Chairman of General Motors Corporation, to its Board of Directors. Following the close of the transaction, combined company's Board of Directors will also include Trevor R. Milton, Mark A. Russell, Sooyean (Sophia) Jin, Michael L. Mansuetti, Gerrit A. Marx, Lonnie R. Stalsberg, DeWitt C. Thompson V and Jeffrey W. Ubben. 

Completion of the transaction is subject to approval of stockholders of VectoIQ Acquisition Corp. and Nikola Corporation and other customary closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission, shares of VectoIQ common stock having been approved for listing on the Nasdaq Capital Market, all required filings under the HSR Act shall have been completed and any applicable waiting period  applicable to the consummation of the transaction under the HSR Act having been expired or been terminated, execution of registration rights and lock-up agreements, all members of Nikola Board and the Board of Directors of Nikola subsidiaries shall have executed written resignations, Nikola shall have delivered to VectoIQ the PCAOB audited financials, Nikola having at least $60 million in cash and Nikola shall have indebtedness for borrowed money of no more than $4.1 million. The Boards of Directors of both VectoIQ Acquisition Corp. and Nikola Corporation have unanimously approved the transaction. The Board of Directors of VectoIQ also recommended its shareholders to vote in favor of the transaction. The key shareholders of Nikola entered into the stockholder support agreement pursuant to which such they agreed to vote all of their shares in favor of the approval and adoption of the transaction. As of April 8, 2020, Federal Trade Commission has provided early expiration of antitrust approval waiting period. As of May 8, 2020, the shareholders meeting is scheduled on June 2, 2020. As of May 12, 2020, the special meeting of VectoIQ Acquisition Corp. approved the proposal to extend the consummation of the transaction from May 18, 2020 to July 31, 2020. As on June 2, 2020, the shareholders of VectoIQ approved the transaction and also approved the name change to Nikola Corporation. The transaction is expected to be completed in the second quarter of 2020. The transaction is expected to close on June 3, 2020.

Cowen acted as financial advisor while Alan I. Annex, Jason T. Simon and Kenneth A. Gerasimovich of Greenberg Traurig, LLP acted as legal advisors to VectoIQ Acquisition Corp. Morgan Stanley acted as financial advisor while Stanley F. Pierson, Gabriella Lombardi, Jarrod D. Murphy, C. Brian Wainwright, Cindy Schlaefer, Colleen Lamarre and George Willman of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisors to Nikola Corporation. Morrow Sodali LLC acted as proxy solicitor for VectoIQ. Continental Stock Transfer & Trust Company acted as transfer agent for VectoIQ. Morgan Stanley & Co. LLC acted as financial advisor for VectoIQ. Morrow Sodali LLC will receive a fee of approximately $25,000, as well as reimbursement for certain costs and out-of-pocket expenses incurred by them. Ernst & Young LLP provided an auditor's report for Nikola's financial statements, while RSM US LLP provided an auditor's report for VectoIQ's financial statements. Deutsche Bank Securities Inc. served as an additional capital markets advisor to VectoIQ.