The statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled "Risk Factors"," "Business" and the audited consolidated financial statements, including the related notes, appearing elsewhere in this Form 10-K. All references to years, unless otherwise noted, refer to our fiscal years, which end on December 31. As used in this Form 10-K, unless the context suggests otherwise, "we," "us," "our," "the Company" or "VectoIQ" refer to VectoIQ Acquisition Corp. II.





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Overview

We are a blank check company incorporated on August 10, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash from the proceeds of our offering and the sale of the private placement warrants, our shares, debt or a combination of cash, equity and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.





Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to December 31, 2020 were organizational activities, those necessary to prepare for our initial public offering, described below, and, after the initial public offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance).

For the period from August 10, 2020 (inception) through December 31, 2020, we had a net loss of $1,802, which consisted of formation expenses.

Liquidity and Capital Resources

Until the consummation of our initial public offering, as described below, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.

For the period from August 10, 2020 (inception) through December 31, 2020, we had net cash used in operating activities of $546 for the payment of certain formation expenses and net cash provided by financing activities of $13,110, which consisted of the sale of the Company's Class B common stock for $25,000 to our sponsor and borrowings of $83,000 pursuant to a promissory note (the "Note") from our sponsor offset by the payment of deferred offering costs associated with the initial public offering of $94,890.

At December 31, 2020, we had cash of $12,564. We used these funds and borrowings from the Note with the sponsor primarily to funds the costs incurred to complete our initial public offering.

On January 6, 2021, the registration statement for the Company's initial public offering was declared effective. On January 11, 2021 the Company consummated the initial public offering of 34,500,000 units and, with respect to the class A common stock included in the Units sold, the public shares, which included the exercise in full by the underwriters of their overallotment option in the amount of 4,500,000 Units, at $10 per unit, generating gross proceeds of $345,000,000.

Simultaneously with the closing of the initial public offering, the Company sold, in a private placement, 900,000 private placement units to the Sponsor at a price of $10.00 per private placement unit, generating total proceeds of $9,000,000.

Transaction costs amounted to $19,490,626, consisting of $6,900,000 in cash underwriting fees, $12,075,000 of deferred underwriting fees, and $515,626 of other offering costs. In addition, cash of $2,075,000 was held outside of the trust account established in connection with our initial public offering and is available for the payment of offering costs and for working capital purposes. At January 11, 2021, cash of $1,702,728 and net working capital of $1,081,472 were available to fund future operating costs.

Following the closing of the initial public offering on January 11, 2021, an amount of $345,000,000 from the net proceeds of the sale of the units in the initial public offering and the sale of the private placement units was placed in a trust account located in the United States at Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the trust account.





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At January 11, 2021, our Balance Sheet was as follows:





                          VECTOIQ ACQUISITION CORP. II

                                 BALANCE SHEET

                                  (unaudited)



                                                                        January 11,
                                                                           2021
Assets
Current assets:
Cash                                                                   $   1,702,728
Total current assets                                                       1,702,728

Non-current assets
Cash held in trust account                                               345,000,000
Prepaid insurance                                                            500,000
Total assets                                                           $ 347,202,728

Liabilities and shareholders' equity
Current liabilities:
Accounts payable                                                       $     538,100
Accrued expenses                                                                 156
Note payable-related party                                                    83,000
Total current liabilities                                                    621,256
Deferred underwriting fee payable                                         12,075,000
Total liabilities                                                         12,696,256

Commitments

Class A common stock subject to possible redemption 32,950,647 shares at redemption value at $10 per share

                              329,506,471

Shareholders' equity:
Preferred stock, $0.0001 par value? 1,000,000 shares authorized?
none issued and outstanding
Class A common stock, $0.0001 par value; 200,000,000 shares
authorized; 34,500,000 issued and outstanding (including 32,950,647
shares subject to possible redemption)                                           155

Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding

                              863
Additional paid-in capital                                                 5,001,885
Accumulated deficit                                                           (2,902 )
Total shareholders' equity                                                 5,000,001
Total liabilities and shareholders' equity                             $ 347,202,728

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