VECTOIQ ACQUISITION CORP. II MANAGEMENT REPORT OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-K)

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

Insight

We are a blank check company incorporated on August 10, 2020 for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. We intend to complete 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 pursuing our acquisition plans. We cannot assure you that our plans to effect a business combination will be successful.

Operating results

We have not initiated any transactions or generated any revenue to date. Our only activities from creation to December 31, 2021 were organizational activities, those necessary for the preparation of our IPO, described below, and, after the IPO, the identification of a target company for a business combination. We do not expect to generate revenue prior to the completion of our business combination. We incur expenses due to our status as a public company (for legal, financial, accounting and auditing compliance).

For the year ended December 31, 2021we had a net income of $1,320,925which consisted of an adjustment to the fair value of the liabilities related to the warrants of $4,352,898interest income on marketable securities held in the trust account of $122,968
offset by general and administrative expenses of $3,154,941 which includes the legal costs of $1,500,000.

For the period of August 10, 2020 (creation) until December 31, 2020we had a net loss of $1,802which consisted of general and administrative expenses.

Cash and capital resources

On January 11, 2021we have completed our initial public offering (the “IPO”) of 34,500,000 units (the “Units” and, with respect to the Class A common shares included in the Units Sold, the “Public Shares”) , which included the exercise in full by the subscribers of their over-allotment option up to 4,500,000 Units, at $10 per unit, generating gross proceeds of
$345,000,000. Concurrently with the closing of the IPO, the Company completed the sale, under a private placement, of 900,000 Units (each, a “Private Placement Unit” and collectively, the “Private Placement Units ”) to the sponsor at the price of $10.00 per Private Placement Unit, generating total proceeds of
$9,000,000.

For the year ended December 31, 2021cash used in operating activities was
$795,000. Net income of $1,320,925 has been reduced by $4,352,898 for the change in fair value of liabilities related to warrants, $122,968 interest earned on investments held in the trust account plus $687,798 related to offering costs attributable to warrant liabilities and $1,672,143 changes in operating assets and liabilities.

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For the year ended December 31, 2021the net cash used in investing activities was
$345,000,000 which represents the proceeds of the initial public offering deposited in the trust account and the net cash provided by the financing activities of
$346,516,311 consisting of the net proceeds from the sale of the Class A units of $346,599,311 compensated by the reimbursement of the loans of $83,000 under a promissory note from our sponsor.

We intend to use substantially all of the funds held in our trust account, including any amounts representing interest earned in the trust account (the interest on which will be net of taxes payable) to complete our business combination. initial companies. We can charge interest to pay our taxes. Delaware the franchise tax is based on our authorized shares or our deemed nominal and non-nominal capital, whichever yields a lower result. Under the authorized share method, each share is taxed at a graduated rate based on the number of authorized shares with a maximum aggregate tax of $200,000 per year. We anticipate that the interest earned on the amount in the trust account will be sufficient to pay our taxes. To the extent our equity or debt is utilized, in whole or in part, in consideration for the completion of our initial business combination, the remaining proceeds held in the trust account will be used as working capital to fund target business or businesses, make other acquisitions and pursue our growth strategies.

From December 31, 2021we had cash $733,875 held outside the trust account. We will use these funds primarily to identify and assess target companies, perform commercial due diligence on potential target companies, travel to and from the offices or similar locations of potential target companies or their representatives or owners, review company and material agreements of potential target companies. businesses, structuring, negotiating and effecting a business combination, and paying taxes to the extent that the interest earned on the trust account is not sufficient to pay our taxes.

In order to fund working capital deficiencies or fund transaction costs associated with a planned initial business combination, our sponsors or our officers and directors may, but are not obligated to, lend us funds as needed. . If we complete our initial business combination, we may repay these loaned amounts from the proceeds of the trust account provided to us. In the event that our initial business combination is not completed, we may use a portion of the working capital held outside the trust account to repay these loaned amounts, but none of the proceeds from our trust account would be used for this refund.

If the estimated cost of identifying a target business, undertaking extensive due diligence and negotiating a business combination is less than the actual amount required to do so, the Company may not have sufficient funds to operate our business prior to a business combination. . In addition, the Company may need to obtain additional financing either to effect a Business Combination or because the Company becomes obligated to repurchase a significant number of public shares upon the completion of a Business Combination. , in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing concurrently with the completion of a Business Combination. If the Company is unable to complete a business combination because it does not have sufficient funds, the Company will be forced to cease operations and liquidate the trust account. In addition, following a Business Combination, if the available cash is insufficient, the Company may have to obtain additional financing in order to meet its obligations.

The Company has up to January 11, 2023, to carry out a Business Combination. If a Business Combination is not consummated by such date and an extension not requested by the Sponsor, there will be a compulsory liquidation and subsequent dissolution of the Company. Although the Company intends to complete a Business Combination no later than January 11, 2023, it is not certain that the Company will be able to complete a business combination by then. Management has determined that compulsory liquidation, if a business combination does not occur and an extension is not requested by the sponsor, and possible subsequent dissolution raises substantial doubt about the company’s ability to continue his activities. The Company’s plan is to complete a business combination or obtain an extension on or before January 11, 2023, however it is uncertain whether the Company will be able to complete a Business Combination or obtain an extension by then. No adjustments have been made to the carrying values ​​of assets or liabilities if the Company were to liquidate after January 11, 2023.

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