Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 26 2020 - 7:50AM
Edgar (US Regulatory)
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): May 26, 2020
VectoIQ
Acquisition Corp.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-38495
(Commission File Number)
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82-4151153
(I.R.S. Employer
Identification Number)
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1354 Flagler Drive
Mamaroneck, NY
(Address of principal executive offices)
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10543
(Zip code)
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(646) 475-8506
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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VTIQ
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Common Stock
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VTIQW
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The Nasdaq Stock Market LLC
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Units, each consisting of one share of Common Stock and one Warrant
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VTIQU
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On May 26, 2020,
VectoIQ Acquisition Corp., a Delaware corporation (“VectoIQ”), issued a press release reminding its stockholders to
vote in favor of the approval of VectoIQ’s proposed business combination with Nikola Corporation (“Nikola”) and
the related proposals to be voted upon at the Company’s special meeting in lieu of annual meeting of stockholders scheduled
to be held on June 2, 2020.
A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Information and Where to Find
It
In connection
with the proposed business combination between Nikola and VectoIQ and related transactions (the “Proposed
Transactions”), VectoIQ has filed a registration statement on Form S-4 (the “Registration Statement”)
with the SEC, which includes the proxy statement/prospectus/information statement dated May 8, 2020 (the “Proxy
Statement”) distributed to holders of VectoIQ’s common stock in connection with VectoIQ’s solicitation of
proxies for the vote by VectoIQ’s stockholders with respect to the Proposed Transactions and other matters as described
in the Registration Statement, a prospectus relating to the offer of the securities to be issued to Nikola’s
stockholders in connection with the Proposed Transactions, and an information statement to Nikola’s stockholders
regarding the Proposed Transactions. Investors and security holders and other interested parties are urged to read the Proxy
Statement, and any amendments thereto and any other documents filed with the SEC when they become available, carefully and in
their entirety because they contain important information about VectoIQ, Nikola and the Proposed Transactions. Investors and
security holders may obtain free copies of the Proxy Statement and other documents filed with the SEC by VectoIQ through the
website maintained by the SEC at http://www.sec.gov, or by directing a request to: VectoIQ Acquisition Corp., 1354 Flagler
Drive, Mamaroneck, NY 10543.
Participants in the Solicitation
VectoIQ and Nikola
and their respective directors and certain of their respective executive officers and other members of management and employees
may be considered participants in the solicitation of proxies with respect to the Proposed Transactions. Information about the
directors and executive officers of VectoIQ and Nikola is set forth in the Registration Statement. Stockholders, potential investors
and other interested persons should read the Registration Statement carefully before making any voting or investment decisions.
These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
Dated: May 26, 2020
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VECTOIQ ACQUISITION CORP.
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By:
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/s/ Steve Shindler
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Name:
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Steve Shindler
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Title:
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Chief Financial Officer
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