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 June 30, 2022

☐	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 August 11, 2022 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.

Table of Contents


		PAGE #
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Condensed Balance Sheet as of June 30, 2022 (unaudited) and December 31, 2021	3

	Condensed Statement of Operations for the six months and three months ended June 30, 2022, and 2021 (unaudited)	4

	Condensed Statement of Stockholders’ Deficit for the six months and three months ended June 30, 2022, and 2021 (unaudited)	5

	Condensed Statement of Cash Flows for the six months ended June 30, 2022, and 2021 (unaudited)	6

	Notes to Condensed Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22

Item 3.	Defaults Upon Senior Securities.	26

Item 4.	Controls and Procedures.	24

PART II.	OTHER INFORMATION	25

Item 6.	Exhibits.	27

	Signatures	28

Table of Contents

VECTOIQ ACQUISITION CORP. II

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(unaudited)
Assets
Current assets:
Cash	$	108,781	$	733,875
Prepaid expenses		195,787		254,032
Total current assets		304,568		987,907

Non-current assets
Cash and marketable securities held in trust account		345,888,519		345,122,968
Total assets	$	346,193,087	$	346,110,875

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,000		110,656
Accrued expenses		1,850,197		1,816,775
Total current liabilities		1,855,197		1,927,431
Warrant liabilities		1,557,654		5,948,676
Deferred underwriting fee payable		12,075,000		12,075,000
Total liabilities		15,487,851		19,951,107

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

Stockholders’ 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; 900,000 issued and outstanding excluding 34,500,000 shares subject to possible redemption		90		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		—		—
Accumulated deficit		(14,295,717)		(18,841,185)
Total stockholders’ equity		(14,294,764)		(18,840,232)
Total liabilities and stockholders’ equity	$	346,193,087	$	346,110,875

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

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VECTOIQ ACQUISITION CORP. II

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


	Six months ended June 30,				Three months ended June 30,
	2022		2021		2022		2021
General and administrative expenses	$	606,459	$	1,869,049	$	313,190	$	954,605
Net loss from operations		(606,459)		(1,869,049)		(313,190)		(954,605)

Other income
Interest earned on investment held in Trust Account		915,551		66,488		873,248		14,251
Fair value adjustment to warrant liabilities		4,391,022		744,174		1,628,400		450,000
		5,306,573		810,662		2,501,648		464,251

Income before income taxes		4,700,114		(1,058,387)		2,188,458		(490,354)

Income tax expense		154,646		—		154,646		—

Net income (loss)	$	4,545,468	$	(1,058,387)	$	2,033,812	$	(490,354)

Weighted average shares outstanding of Class A redeemable ordinary shares		34,500,000		32,593,923		34,500,000		34,500,000

Basic and diluted net income per share, Class A redeemable ordinary shares	$	0.10	$	(0.03)	$	0.05	$	(0.01)

Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		9,525,000		9,413,122		9,525,000		9,525,000

Basic and diluted net income (loss) per share, Class A and Class B non-redeemable ordinary shares	$	0.10	$	(0.03)	$	0.05	$	(0.01)

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

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VECTOIQ ACQUISITION CORP. II

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

Six Months ended June 30, 2022


							Additional				Total
	Class A Common Stock			Class B Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2022	900,000	$	90	8,625,000	$	863	$	—	$	(18,841,185)	$	(18,840,232)
Net income	—	$	—	—	$	—	$	—		2,511,656		2,511,656
Balance – March 31, 2022	900,000		90	8,625,000		863		—		(16,329,529)		(16,328,576)
Net income	—		—	—		—		—		2,033,812		2,033,812
Balance – June 30, 2022 (unaudited)	900,000	$	90	8,625,000	$	863	$	—	$	(14,295,717)	$	(14,294,764)

Six Months ended June 30, 2021


							Additional				Total
	Class A Common Stock			Class B Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2021	—	$	—	8,625,000	$	863	$	24,137	$	(1,802)		23,198
Issuance of Class A common stock	900,000		90	—		—		8,999,910		—		9,000,000
Fair value of private placement warrant liability	—		—	—		—		(271,044)		—		(271,044)
Excess fair value over consideration of the anchor investors investment in the sponsor	—		—	—		—		3,946,407

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