Current Report Filing (8-k)
December 15 2022 - 4:36PM
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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 Number) |
85-2482699
(I.R.S. Employer
Identification No.) |
|
1354 Flagler Drive
Mamaroneck, NY
(Address of principal executive offices)
|
10543
(Zip Code) |
| |
(212) 883-4330
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report) |
|
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ 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 |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one share of Common Stock and one redeemable Warrant |
|
VTIQU |
|
The Nasdaq Stock Market LLC |
| Common Stock, par value $0.0001 per share |
|
VTIQ |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each Warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
VTIQW |
|
The Nasdaq Stock Market LLC |
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 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 | Entry into a Material Definitive Agreement. |
The
information set forth in Item 3.03 of this Current Report on Form 8-K related to the Trust Amendment (as defined below)
is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
At the special meeting of stockholders of VectoIQ
Acquisition Corp. II (the “Company”), held on December 9, 2022 (the “Special Meeting”), the Company’s stockholders
approved (a) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”),
in the form attached to the proxy statement as Annex A, to (i) change the date by which the Company must consummate an initial business
combination from January 11, 2023 (or April 11, 2023, if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination on or before January 11, 2023) to the time and date immediately following the filing of such amendment
with the Secretary of State of the State of Delaware, or the Accelerated Termination Date, (ii) remove the Redemption Limitation (as defined
in the amended and restated certificate of incorporation) to allow the Company to redeem public shares (as defined below) notwithstanding
the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001, and (iii) allow the Company
to remove up to $100,000 of interest earned on the amount on deposit in the trust account (as defined below) prior to redeeming the public
shares in connection with the special meeting in order to pay dissolution expenses and (b) an amendment to the Company’s Investment
Management Trust Agreement, dated January 6, 2021, with Continental Stock Transfer & Trust Company, as trustee, or the Trust
Agreement, pursuant to an amendment in the form attached to the proxy statement as Annex B, to change the date on which the trustee must
commence liquidation of the trust account established in connection with our initial public offering to the time and date immediately
following the Accelerated Termination Date. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware
and entered into the Trust Amendment on December 9, 2022.
The foregoing descriptions of the Charter Amendment
and the Trust Amendment are not complete and are qualified in their entirety by reference to the full text of the Charter Amendment and
the Trust Amendment attached as Exhibits 3.1 and 10.1, respectively, which are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting,
a total of 36,990,655 (84.02 %) of the Company’s issued and outstanding shares of common stock held of record at the close of business
on November 4, 2022, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. As
of the record date, there were 35,400,000 shares of common stock issued and outstanding, of which 28,750,000 were Class A common stock
and 8,625,000 were Class B common stock. The Company’s stockholders voted on the following proposals at the Special Meeting, which
are described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission on November
10, 2022 (the “Proxy Statement”).
| 1. | The stockholders approved the adoption of the Charter Amendment. The voting results were as follows: |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| 36,693,715 | |
289,915 | |
7,025 | |
N/A |
| 2. | The stockholders approved the Trust Amendment. The voting results were as follows: |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| 36,724,745 | |
171,405 | |
94,505 | |
N/A |
As
there were sufficient votes to approve the proposals, the “Adjournment Proposal” described in the Proxy Statement was not
presented to stockholders.
In
connection with the approval and implementation of the Charter Amendment, the holders of 33,583,054 public shares exercised their right
to redeem their shares for cash at a redemption price of approximately $10.06 per share, for an aggregate redemption amount of approximately
$337,962,418. Following such redemptions, 916,946 public shares remained outstanding. Since the Company was not able to complete an initial
business combination by the Accelerated Termination Date, the Company was obligated to redeem the remaining public shares as promptly
as reasonably possible but not more than ten business days after the Accelerated Termination Date (the “Mandatory Redemption”)
and the Company’s warrants will expire worthless.
|
Item 9.01. |
Financial Statements and Exhibits |
(c) 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.
| |
VectoIQ Acquisition Corp. II |
| |
|
| |
By: |
/s/ Steve Shindler |
| |
|
Name: Steve Shindler |
| |
|
Title: Chief Financial Officer |
| |
|
| Date: December 15, 2022 |
|
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