VTIQW / VectoIQ Acquisition Corp II - Warrants(07/01/2028) - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

US92244F1093 / VectoIQ Acquisition Corp. II, Class A / P SCHOENFELD ASSET MANAGEMENT LP - VECTOIQ ACQUISITION CORP. II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VectoIQ Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 92244F109 (CUSIP Number) December 31, 2021 and December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate

NKLA / Nikola Corporation / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 VectoIQ Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 92244F208 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

US92244F1093 / VectoIQ Acquisition Corp. II, Class A / Centerbridge Credit Partners Master, L.P. - VECTOIQ ACQUISITION CORP. II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* VectoIQ Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 92244F109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 tm2233375d11512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39855 VECTOIQ ACQUISITION CORP. II

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of VectoIQ Acquisition Corp. II, dated December 9, 2022.

Exhibit 3.1 Certificate of Amendment to the amended and restated certificate of incorporation of vectoiq acquisition corp. ii December 9, 2022 VectoIQ Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?VectoIQ Acquisition Corp. II?. The original certificate of inc

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2022 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39855 (Commission File

Amendment to the Investment Management Trust Agreement, dated January 6, 2021, by and between VectoIQ Acquisition Corp. II and Continental Stock Transfer & Trust Company.

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT December 9, 2022 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment?) is made as of December 9, 2022, by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). Capitalized t

VectoIQ Acquisition Corp. II Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

Exhibit 99.1 VectoIQ Acquisition Corp. II Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination New York, December 2, 2022 ?VectoIQ Acquisition Corp. II (Nasdaq: VTIQU, VTIQ, VTIQW) (the ?Company?) today announced that if stockholders approve a proposed amendment (the ?Charter Amendment Proposal?) to its Amended and Restated Certificate of Incorporation (the ?Charte

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2022 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39855 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE ? COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Jason Simon, Esq.

Jason Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] September 21, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Babette Rosenbaum Cooper and Robert Telewicz Re: VectoIQ Acquisition Corp. II Form 10-K for the fiscal year ended December 31, 2021 Filed April 15, 2022 File No. 001-39855 Dea

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE ? ? COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE VECTOIQ ACQUISITION CORP. II Notes to Unaudited Condensed Interim Financial Statements Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE VECTOIQ ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 20-F ? Form 11-K ?Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on

US92244F1093 / VectoIQ Acquisition Corp. II, Class A / Centerbridge Credit Partners Master, L.P. - VECTOIQ ACQUISITION CORP. II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VectoIQ Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 92244F109 (CUSIP Number) January 11, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r

Letter from RSM US LLP to the Securities and Exchange Commission dated January 18, 2022.

Exhibit 16.1 January 18, 2022 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read VectoIQ Acquisition Corp. II?s statements included under Item 4.01(a) of its Form 8-K filed on January 18, 2022 and we agree with such statements concerning our firm. /s/ RSM US LLP * * * * * *

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2022 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39855 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

VectoIQ Acquisition Corp. II Announces Receipt of Nasdaq Continued Listing Standard Notice

Exhibit 99.1 VectoIQ Acquisition Corp. II Announces Receipt of Nasdaq Continued Listing Standard Notice New York, New York, December 7, 2021 ?VectoIQ Acquisition Corp. II (Nasdaq: VTIQU, VTIQ, VTIQW) (the ?Company?) today announced that on December 1, 2021 it received a deficiency letter (the ?Notice?) from the Nasdaq Capital Market (?Nasdaq?) relating to the Company?s failure to timely file its Q

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 1, 2021 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39855 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39855 VECTOIQ ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F

Administrative Services Agreement, dated January 6, 2021, between the Registrant and VectoIQ LLC.(1)

Exhibit 10.5 VectoIQ Acquisition Corp. II 1354 Flagler Drive Mamaroneck, NY 10543 January 6, 2021 VectoIQ LLC 1354 Flagler Drive Mamaroneck, NY 10543 Re: Administrative Services Agreement Gentlemen: This letter agreement will confirm our agreement that, commencing on the date the securities of VectoIQ Acquisition Corp. II (the ?Company?) are first listed on the Nasdaq Capital Market (the ?Listing

Description of securities of the Registrant.*

Exhibit 4.2 VECTOIQ ACQUISITION CORP. II DESCRIPTION OF SECURITIES As of the date of the Annual Report on Form 10-K for the year ended December 31, 2020 (the ?Report?) of VectoIQ Acquisition Corp. II, a Delaware corporation (?we,? ?us,? ?our? or ?the company?), of which this exhibit forms a part, the Company had the following three classes of securities registered under Section 12 of the Securitie

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39855 VECTOIQ ACQUISITION CORP. II

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39855 VECTOIQ ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * VectoIQ Acquisition Corp. II (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number

SC 13G/A 1 karpus-sch13g18453.htm KARPUS INVESTMENT MGT / VECTOIQ ACQUISITION CORP II - SCHEDULE 13G/A(#1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * VectoIQ Acquisition Corp. II (Name of Issuer) Common Stock (Title of Class of Securities) 92243N103 (CUSIP Number) December 31, 2020 (Date of Even

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VectoIQ Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 92244F 109 (CUSIP Number) Stephen Girsky, Manager VectoIQ Holdings II, LLC 1354 Flagler Drive Mamaroneck, NY 10543 (646) 475-850

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 VectoIQ Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 92244F208 (CUSIP Number) January 11, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Joint Filing Agreement, dated as of January 21, 2021, among the Reporting Persons.*

Exhibit 6 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

JOINT FILING AGREEMENT VECTOIQ ACQUISITION CORP. II

EXHIBIT 1 JOINT FILING AGREEMENT VECTOIQ ACQUISITION CORP. II In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that

VECTOIQ ACQUISITION CORP. II Index to Financial Statements

Exhibit 99.1 VECTOIQ ACQUISITION CORP. II Index to Financial Statements Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of VectoIQ Acquisition Corp. II Opinion on the Financial Statements We have audited the accompanying balance sheet

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 11, 2021 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39855 (Commission File

Registration Rights Agreement, dated January 6, 2021, among the Company and certain securityholders. (1)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2021, is made and entered into by and among VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), VectoIQ Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each su

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2021 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39855 (Commission File

Amended and Restated Certificate of Incorporation of the Company. (1)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VECTOIQ Acquisition Corp. II January 6, 2021 VectoIQ Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “VectoIQ Acquisition Corp. II”. The original certificate of incorporation of the Corporation was

Investment Management Trust Agreement, dated January 6, 2021, between the Company and Continental Stock Transfer & Trust Company. (1)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 6, 2021, by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S

VectoIQ Acquisition Corp. II Announces Pricing of $300 Million Initial Public Offering

Exhibit 99.1 VectoIQ Acquisition Corp. II Announces Pricing of $300 Million Initial Public Offering NEW YORK, January 6, 2021 — VectoIQ Acquisition Corp. II (the “Company”) today announced the pricing of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the ticker symbol “VTIQU”

Unit Subscription Agreement, dated January 6, 2021, between the Company and VectoIQ Holdings II, LLC.(1)

Exhibit 10.4 UNIT Subscription AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January 6, 2021, is entered into by and among VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Vecto Holdings II, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial

Letter Agreement, dated January 6, 2021, among the Company, VectoIQ Holdings II, LLC and each of the executive officers, directors and director nominees of the Company. (1)

Exhibit 10.1 January 6, 2021 VectoIQ Acquisition Corp. II 1354 Flagler Drive Mamaroneck, New York 10543 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Cowen and Compan

VectoIQ Acquisition Corp. II Closes $345 Million Initial Public Offering

Exhibit 99.2 VectoIQ Acquisition Corp. II Closes $345 Million Initial Public Offering NEW YORK, January 11, 2021 — VectoIQ Acquisition Corp. II (the “Company”) today announced that it closed its initial public offering of 34,500,000 units, which included the full exercise of the underwriters’ over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $345,000

Warrant Agreement, dated January 6, 2021, between the Company and Continental Stock Transfer & Trust Company. (1)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 6, 2021, is by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”). WHEREAS, on Jan

Underwriting Agreement, dated January 6, 2021, between the Company and Cowen and Company, LLC. (1)

Exhibit 1.1 Execution Version 30,000,000 Units VECTOIQ ACQUISITION CORP. II UNDERWRITING AGREEMENT January 6, 2021 COWEN AND COMPANY, LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, New York 10036 Ladies and Gent

$300,000,000 VectoIQ Acquisition Corp. II 30,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-251510 PROSPECTUS $300,000,000 VectoIQ Acquisition Corp. II 30,000,000 Units VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), is a blank check company newly formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar busines

Form of Unit Purchase Agreement between the Company and sponsor

Exhibit 10.4 UNIT Subscription AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January , 2021, is entered into by and among VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Vecto Holdings II, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial p

Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January , 2021, by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-

Specimen Unit Certificate

Exhibit 4.1 Number U- Units CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS VECTOIQ Acquisition Corp. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, pa

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTOIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 85-2482699 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio

Form of Registration Rights Agreement between the Company and securityholders

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January , 2021, is made and entered into by and among VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), VectoIQ Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each suc

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 5, 2021. Registration No. 333-251510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdictio

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Company

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January , 2021, is by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”). WHEREAS, on Janu

Form of Underwriting Agreement

Exhibit 1.1 30,000,000 Units VECTOIQ ACQUISITION CORP. II UNDERWRITING AGREEMENT January [l], 2021 COWEN AND COMPANY, LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, New York 10036 Ladies and Gentlemen: 1. INTROD

Form of Letter Agreement among the Company, the sponsor, and each of the executive officers, directors and director nominees of the Company

Exhibit 10.1 January [●], 2021 VectoIQ Acquisition Corp. II 1354 Flagler Drive Mamaroneck, New York 10543 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Cowen and Comp

-

January 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

-

CORRESP 1 filename1.htm VectoIQ Acquisition Corp. II 1354 Flagler Drive Mamaroneck, NY 10543 January 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Brigitte Lippmann RE: VectoIQ Acquisition Corp. II (the “Company”) Registration Statement on Form S-1 (File No. 333-251510) (the “Registration Statem

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 31, 2020. Registration No. 333-251510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdict

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Company

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January , 2021, is by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”). WHEREAS, on Janu

Consent of Marc Sulam

EX-99.6 21 tm2030869d6ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Consent of Director Nominee VectoIQ Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of VectoIQ Acquisition Corp. II (the “Company”), the undersigned hereby conse

Audit Committee Charter

Exhibit 99.1 VECTOIQ ACQUISITION CORP. II Audit Committee CHARTER I. Purpose The purposes of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of VectoIQ Acquisition Corp. II (the “Company”) shall be to provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: A. the quality and integrity of the Company’s financial statements and othe

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VECTOIQ Acquisition Corp. II [●], 2020 VectoIQ Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “VectoIQ Acquisition Corp. II”. The original certificate of incorporation of the Corporation was filed

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF VectoIQ Acquisition Corp. II THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for such corporation: Artic

Specimen Common Stock Certificate

Exhibit 4.2 NUMBER SHARES C- CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS VECTOIQ Acquisition Corp. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF vectoiq Acquisition Corp. ii (THE “COMPANY”) transferable on the books of the Company

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 28, 2020. Registration No. 333-251510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdict

Form of Underwriting Agreement

Exhibit 1.1 30,000,000 Units VECTOIQ ACQUISITION CORP. II UNDERWRITING AGREEMENT January [l], 2021 COWEN AND COMPANY, LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule A hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, New York 10036 Ladies and Gentlemen: 1. INTROD

Form of Administrative Services Agreement

Exhibit 10.7 VectoIQ Acquisition Corp. II 1354 Flagler Drive Mamaroneck, NY 10543 January , 2021 [●] 1354 Flagler Drive Mamaroneck, NY 10543 Re: Administrative Services Agreement Gentlemen: This letter agreement will confirm our agreement that, commencing on the date the securities of VectoIQ Acquisition Corp. II (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), a

Form of Registration Rights Agreement between the Company and securityholders

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January , 2021, is made and entered into by and among VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), VectoIQ Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each suc

Form of Unit Purchase Agreement between the Company and sponsor

Exhibit 10.4 UNIT Subscription AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January , 2021, is entered into by and among VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Vecto Holdings II, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial p

Form of Code of Ethics

Exhibit 14 VECTOIQ Acquisition Corp. II CODE OF Ethics and business conduct 1. Introduction The Board of Directors (the “Board”) of VectoIQ Acquisition Corp. II (the “Company”) has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board, and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees

Specimen Unit Certificate

Exhibit 4.1 Number U- Units CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS VECTOIQ Acquisition Corp. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- fourth OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, p

Founder Shares Subscription Agreement, dated August 31, 2020, between the Company and sponsor

Exhibit 10.3 VectoIQ Acquisition Corp. II 1354 Flagler Drive Mamaroneck, NY 10543 August 31, 2020 VectoIQ Holdings II, LLC 1354 Flagler Drive Mamaroneck, NY 10543 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer VectoIQ Holdings II, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares (“Founder Shares”) of the Class B common st

Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January , 2021, by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-

Compensation Committee Charter

Exhibit 99.2 VECTOIQ Acquisition Corp. ii Compensation Committee Charter I. Purpose The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of VectoIQ Acquisition Corp. II (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive-compensation and

Bylaws of the Registrant.(2)

Exhibit 3.3 BY LAWS OF VECTOIQ ACQUISITION CORP. II (THE “CORPORATION”) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in De

Form of Indemnity Agreement. (2)

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January , 2021, by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequa

Form of Letter Agreement among the Company, the sponsor, and each of the executive officers, directors and director nominees of the Company

Exhibit 10.1 January [●], 2021 VectoIQ Acquisition Corp. II 1354 Flagler Drive Mamaroneck, New York 10543 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between VectoIQ Acquisition Corp. II, a Delaware corporation (the “Company”), and Cowen and Comp

-

Jason Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 December 28, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Brigitte Lippmann Re: VectoIQ Acquisition Corp. II Registration Statement on Form S-1 Filed December 18, 2020 File No. 333-251510 Dear Ms. Lippmann: On behalf of VectoIQ Acquisition Corp. II (t

Consent of Richard Lynch

Exhibit 99.4 Consent of Director Nominee VectoIQ Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of VectoIQ Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director

Consent of Sarah Hallac

Exhibit 99.3 Consent of Director Nominee VectoIQ Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of VectoIQ Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director

-

Jason Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] December 18, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Brigitte Lippmann Re: VectoIQ Acquisition Corp. II Draft Registration Statement on Form S-1 Submitted September 17, 2020 CIK No. 0001823884 Dear Ms. Lippmann: On behalf of Vect

Consent of Sherwin Prior

Exhibit 99.5 Consent of Director Nominee VectoIQ Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of VectoIQ Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director

Registration Statement - FORM S-1

As filed with the U.S. Securities and Exchange Commission on December 18, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VectoIQ Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 6770

Consent of Director Nominee VectoIQ Acquisition Corp. II

Exhibit 99.3 Consent of Director Nominee VectoIQ Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of VectoIQ Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director

Consent of Director Nominee VectoIQ Acquisition Corp. II

Exhibit 99.6 Consent of Director Nominee VectoIQ Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of VectoIQ Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director

Consent of Director Nominee VectoIQ Acquisition Corp. II

Exhibit 99.4 Consent of Director Nominee VectoIQ Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of VectoIQ Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director

Consent of Director Nominee VectoIQ Acquisition Corp. II

Exhibit 99.5 Consent of Director Nominee VectoIQ Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of VectoIQ Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director

-

As submitted confidentially with the U.S. Securities and Exchange Commission on September 16, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER

Consent of Director Nominee VectoIQ Acquisition Corp. II

Exhibit 99.7 Consent of Director Nominee VectoIQ Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of VectoIQ Acquisition Corp. II (the “Company”), the undersigned hereby consents to being named and described as a director