UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 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 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 Identification No.)

1354 Flagler Drive

Mamaroneck, NY 10543

(Address of principal executive offices) (Zip Code 10543)

(914) 374-1929

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant	VTIQU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	VTIQ	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	VTIQW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of December 7, 2021 there were 35,400,000 shares of Class A common stock, par value $0.0001 per share, and 8,625,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

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		PAGE #
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Condensed Balance Sheet as of September 30, 2021 (unaudited) and December 31, 2020	3

	Condensed Statements of Operations for the nine and three months ended September 30, 2021 and for the period from August 10, 2020 (inception) through September 30, 2020 (unaudited)	4

	Condensed Statements of Shareholders’ Equity (Deficit) for the nine and three months ended September 30, 2021 and for the period from August 10, 2020 (inception) through September 30, 2020 (unaudited)	5

	Condensed Statements of Cash Flows for the nine months ended September 30, 2021 and for the period from August 10, 2020 (inception) through September 30, 2020 (unaudited)	6

	Notes to Condensed Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23

Item 3.	Defaults Upon Senior Securities.	25

Item 4.	Controls and Procedures.	26

PART II.	OTHER INFORMATION	27

Item 6.	Exhibits.	28

	Signatures	29

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VECTOIQ ACQUISITION CORP. II

CONDENSED BALANCE SHEETS


	September 30, 2021		December 31,
	(unaudited)		2020
Assets
Current assets:
Cash	$	853,220	$	12,564
Prepaid expenses		73,232		—
Total current assets		926,452		12,564

Non-current assets
Prepaid insurance		250,000		—
Deferred offering costs associated with initial public offering		—		436,890
Marketable securities and cash held in trust account		345,082,283		—
Total assets	$	346,258,735	$	449,454

Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable	$	8,500	$	10,500
Accrued expenses		187,950		332,756
Note payable-related party		—		83,000
Total current liabilities		196,450		426,256
Warrant liabilities		5,391,300		—
Deferred underwriting fee payable		12,075,000		—
Total liabilities		17,662,750		426,256

Commitments
Class A common stock subject to possible redemption 34,500,000 shares at redemption value at $10 per share		345,000,000		—

Shareholders’ deficit:
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; 900,000 issued and outstanding		90		—
Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding		863		863
Additional paid-in capital		—		24,137
Accumulated deficit		(16,404,968)		(1,802)
Total shareholders’ deficit		(16,404,015)		23,198
Total liabilities and shareholders’ deficit	$	346,258,735	$	449,454

The accompanying notes are an integral part of these financial statements.

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VECTOIQ ACQUISITION CORP. II

STATEMENTS OF OPERATIONS

(unaudited)


					For the period
					from August 10,
	Nine months		Three months		2020 (inception)
	Ended September 30,		Ended September 30,		through
	2021		2021		September 30, 2020
General and administrative expenses	$	1,167,391	$	(208,634)	$	546
Net (loss) income from operations		(1,167,391)		208,634		(546)

Other income
Interest earned on investment held in Trust Account		82,283		15,795		—
Fair value adjustment to warrant liabilities		6,091,500		4,166,100		—
		6,173,783		4,181,895		—

Net income (loss)	$	5,006,392	$	4,390,529	$	(546)

Weighted average shares outstanding , public shares		34,500,000		34,500,000		—

Basic and diluted net income per share, public shares	$	0.88	$	0.00	$	0.00

Weighted average shares outstanding, private shares		9,450,824		9,525,000		7,500,000

Basic and diluted net income (loss) per share, private shares	$	(2.67)	$	0.46	$	(0.00)

The accompanying notes are an integral part of these financial statements.

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VECTOIQ ACQUISITION CORP. II

STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)

(unaudited)


							Additional				Total
							Paid-In		Accumulated		Stockholder’s
	Class A Common Stock			Class B Common Stock			Capital		Deficit		Equity
	Shares	Amount		Shares	Amount
Balance – January 1, 2021	—	$	—	8,625,000	$	863	$	24,137	$	(1,802)	$	23,198
Issuance of Class A common stock	35,400,000		3,540	—		—		353,996,460		—		354,000,000
Offering costs from initial public offering	—		—	—

SEC Form 10-Q filed by VectoIQ Acquisition Corp. II