VTIQ SEC filings, in plain English

• UPLOAD29 September 20230000000000-23-010854
• SC 13G14 February 20230000902664-23-001592
• SC 13G/A14 February 20230001104659-23-019981
• SC 13G/A12 January 20230000902664-23-000215
• 15-12G22 December 20220001104659-22-129470
• 8-K15 December 20220001104659-22-127367
• 25-NSE9 December 20220001354457-22-000709
• 8-K2 December 20220001104659-22-124142
• DEF 14A10 November 20220001104659-22-116893

  What changed: VectoIQ Acquisition Corp. II called a special meeting for December 9, 2022 at 11:00 a.m. local time at Greenberg Traurig, LLP in McLean, Virginia, to change the date by which it must consummate a business combination from January 11, 2023, or April 11, 2023 if a letter of intent or definitive agreement were executed by January 11, 2023, to an Accelerated Termination Date immediately following the filing of the amendment in Delaware. Why it matters: The board is winding the vehicle up early rather than using the letter-of-intent extension it was entitled to, which tells VTIQ holders no credible target was in hand. Completing the redemption in December 2022 keeps it clear of the 1% excise tax that attaches from January 1, 2023, preserving roughly ten cents a share at par. Removing the Redemption Limitation is the mechanical step that allows a full return of the trust.

• 10-Q2 November 20220001104659-22-113923
  What changed vs 2022-08-12trust $345.9M → $346.7M +0%
  trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours

  Trust account

  $345.9M→$346.7M

  SpacBrain reads this as $793,413 was added to the trust between the two filings.

  The clause “907 ​ ​ ​ ​ ​ ​ ​ Non-current assets ​ ​ ​ ​ ​ ​ Cash and marketable securities held in trust account ​ ​ 346,681,932 ​ ​ 345,122,968 Total assets ​ $ 346,894,723 ​ $ 346,110,875 ​ ​ ​ Liabilities and stockholders’ deficit ​ ​ ​ ​ ​ ​”…

  Combination deadline

  2023-01-11 · unchanged

  The clause …“of intent, agreement in principle or definitive agreement for an initial business combination on or before January 11, 2023). If implemented, the Charter Amendment would also allow the Company to remove the Redemption Limitation”…

  Going-concern doubt

  stated · unchanged

  The clause …“Condensed Interim Financial Statements ​ subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension”…

  Mandate language

  the Company intends to focus its search on the industrial te… · unchanged

  Redeemable shares

  34.5M · unchanged

  The clause …“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”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• PRE 14A28 October 20220001104659-22-112437
• CORRESP21 September 20220001104659-22-101725
• UPLOAD8 September 20220000000000-22-009778
• 10-Q12 August 20220001104659-22-089491
  What changed vs 2022-05-16trust $345.2M → $345.9M +0%
  trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours

  Trust account

  $345.2M→$345.9M

  SpacBrain reads this as $723,248 was added to the trust between the two filings.

  The clause “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 ​ ​ ​ ​ ​ ​”…

  Combination deadline

  2023-01-11 · unchanged

  The clause …“ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension on or prior to January 11, 2023, however it is uncertain that the Company will be able to consummate a Business”…

  Going-concern doubt

  stated · unchanged

  The clause …“is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension”…

  Mandate language

  the Company intends to focus its search on the industrial te… · unchanged

  Redeemable shares

  34.5M · unchanged

  The clause …“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”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-Q16 May 20220001104659-22-061389
  What changed vs 2021-12-09trust $345.1M → $345.2M +0%going concern APPEARED
  trust account, going-concern doubt, combination deadline +22 moved · 3 with no prior record of ours

  Trust account

  $345.1M→$345.2M

  SpacBrain reads this as $82,988 was added to the trust between the two filings.

  The clause “907 ​ ​ ​ ​ ​ ​ ​ Non-current assets ​ ​ ​ ​ ​ ​ Cash and marketable securities held in trust account ​ ​ 345,165,271 ​ ​ 345,122,968 Total assets ​ $ 345,731,022 ​ $ 346,110,875 ​ ​ ​ Liabilities and shareholders’ deficit ​ ​ ​ ​ ​ ​”…

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension”…

  Combination deadline

  not previously extracted→2023-01-11

  The clause …“ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension on or prior to January 11, 2023, however it is uncertain that the Company will be able to consummate a Business”…

  Mandate language

  the Company intends to focus its search on the industrial te… · unchanged

  Redeemable shares

  34.5M · unchanged

  The clause …“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”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-K/A21 April 20220001104659-22-048451
• 10-K15 April 20220001104659-22-046554
  What changed vs 2021-03-29trust $345.0M → $345.1M +0%going concern APPEAREDshares 33.0M → 34.5M +5%
  trust account, going-concern doubt, redeemable shares +33 moved · 3 with no prior record of ours

  Trust account

  $345.0M→$345.1M

  SpacBrain reads this as $122,968 was added to the trust between the two filings.

  The clause …“with initial public offering ​ ​ — ​ 436,890 Cash and marketable securities held in trust account ​ ​ 345,122,968 ​ ​ — Total assets ​ $ 346,110,875 ​ $ 449,454 ​ ​ ​ ​ ​ Liabilities and shareholders' equity ​ ​ ​ ​ ​ ​ Current”…

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2021, we had cash available to us of $733,875 held outside the trust”…

  Redeemable shares

  33.0M→34.5M

  SpacBrain reads this as 1,549,353 more shares carry a redemption right.

  The clause …“200,000,000 shares authorized; 900,000 issued and outstanding (excluding 34,500,000 shares subject to possible redemption) ​ ​ 90 ​ — Class B Common stock, $ 0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued”…

  Combination deadline

  2023-01-11 · unchanged

  The clause …“ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension on or prior to January 11, 2023, however it is uncertain that the Company will be able to consummate a Business”…

  Sponsor loans outstanding

  $83K · unchanged

  The clause …“from the sale of the class A Units of $346,599,311 offset by the repayment of borrowings of $83,000 pursuant to a promissory note from our sponsor. We intend to use substantially all of the funds held in our trust account, including any”…

  Mandate language

  We intend to focus on evaluating companies with leading comp… · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• NT 10-K31 March 20220001104659-22-041100
• SC 13G24 January 20220000902664-22-000510
• 8-K18 January 20220001104659-22-004899
• 10-Q9 December 20210001104659-21-148219
  What changed vs 2021-08-09trust $345.1M → $345.1M +0%shares 31.9M → 34.5M +8%
  trust account, redeemable shares, mandate language2 moved · 1 with no prior record of ours

  Trust account

  $345.1M→$345.1M

  SpacBrain reads this as $15,795 was added to the trust between the two filings.

  The clause …“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”…

  Redeemable shares

  31.9M→34.5M

  SpacBrain reads this as 2,579,454 more shares carry a redemption right.

  The clause …“would be required to be disclosed outside of permanent equity. Accordingly, 34,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity,”…

  Mandate language

  the Company intends to focus its search on the industrial te… · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 8-K7 December 20210001104659-21-147295
• NT 10-Q15 November 20210001104659-21-139261
• 10-Q9 August 20210001104659-21-102153
  What changed vs 2021-05-24trust $345.1M → $345.1M +0%shares 31.9M → 31.9M -0%
  trust account, redeemable shares, mandate language2 moved · 1 with no prior record of ours

  Trust account

  $345.1M→$345.1M

  SpacBrain reads this as $14,251 was added to the trust between the two filings.

  The clause …“with initial public offering ​ — ​ 436,890 Marketable securities and cash held in trust account ​ ​ 345,066,488 ​ ​ — Total assets ​ $ 346,068,871 ​ $ 449,454 ​ ​ ​ Liabilities and shareholders' equity ​ ​ ​ ​ ​ ​ Current”…

  Redeemable shares

  31.9M→31.9M

  SpacBrain reads this as 6,534 shares are no longer redeemable.

  The clause …“200,000,000 shares authorized; 35,400,000 issued and outstanding (including 31,920,546 shares subject to possible redemption) ​ 348 ​ — Class B Common stock, $ 0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued”…

  Mandate language

  the Company intends to focus its search on the industrial te… · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-Q24 May 20210001104659-21-071122
  What changed vs 2021-02-22trust $345.0M → $345.1M +0%shares 33.0M → 31.9M -3%
  trust account, redeemable shares, sponsor loans outstanding +12 moved · 2 with no prior record of ours

  Trust account

  $345.0M→$345.1M

  SpacBrain reads this as $52,237 was added to the trust between the two filings.

  The clause “Deferred offering costs associated with initial public offering - 436,890 Cash held in trust account 345,052,237 - Total assets $ 346,513,327 $ 449,454 Liabilities and shareholders' equity Current liabilities: Accounts payable $ 18,614 $”…

  Redeemable shares

  33.0M→31.9M

  SpacBrain reads this as 1,023,567 shares are no longer redeemable.

  The clause …“200,000,000 shares authorized; 35,400,000 issued and outstanding (including 31,927,080 shares subject to possible redemption) 347 - Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and”…

  Sponsor loans outstanding

  $35K→not matched in this filing

  Mandate language

  the Company intends to focus its search on the industrial te… · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• NT 10-Q17 May 20210001104659-21-068083
• 10-K29 March 20210001104659-21-043356

  What changed: A pre-IPO 10-K covering inception on August 10, 2020 through December 31, 2020, before the January 11, 2021 offering, so no trust account appears. Cash was $12,564 and deferred offering costs $436,890, total assets $449,454, against $426,256 of current liabilities: $10,500 of accounts payable, $332,756 of accrued expenses and an $83,000 sponsor note. The net loss was $1,802 and 8,625,000 Class B shares were outstanding with no Class A shares issued. Why it matters: The audited balance sheet describes a formation-stage shell, but the MD&A also presents a post-IPO position that is easy to mistake for reported data: 34,500,000 Class A shares outstanding, 32,950,647 of them redeemable at $10.00 for $329,506,471, and $12,075,000 of deferred underwriting. The IPO on January 11, 2021 placed $345,000,000 in trust and left cash of $1,702,728 and net working capital of $1,081,472. The deadline is January 11, 2023, extending to April 11, 2023 if a definitive agreement is signed by then.

• 10-Q22 February 20210001104659-21-026134

  What changed: A pre-IPO stub 10-Q for the period from inception on August 10, 2020 through September 30, 2020, filed unusually late on February 22, 2021. The balance sheet holds $7,750 of cash and $87,750 of deferred offering costs, total assets $95,500, against $71,046 of liabilities including a $35,000 sponsor note. Equity was $24,454 and the net loss was $546. No Class A stock and no trust existed at September 30, 2020; 8,625,000 Class B shares were outstanding, up to 1,125,000 forfeitable. Why it matters: The reporting period predates the January 2021 IPO, so the cover-page count of 34,500,000 Class A shares at February 22, 2021 has no balance-sheet counterpart. Management does include a post-IPO balance sheet inside Item 2 showing total assets of $347,202,728, 32,950,647 Class A shares redeemable at $10.00 for $329,506,471, deferred underwriting of $12,075,000 and equity of exactly $5,000,001. That presentation is outside the audited statements and is dated after the period, so treat it as indicative rather than as reported period data.

• SC 13G/A12 February 20210001072613-21-000250
• SC 13G21 January 20210001104659-21-006282
• SC 13D21 January 20210001104659-21-006340
• 8-K19 January 20210001104659-21-004882
• 413 January 20210001104659-21-003982
• 413 January 20210001104659-21-003983
• 8-K12 January 20210001104659-21-003486
• 424B48 January 20210001104659-21-002565

  What changed: IPO pricing prospectus (424B4) for VectoIQ Acquisition Corp. II: $300,000,000 of 30,000,000 units at $10.00 (34,500,000 units on full overallotment), each unit one share of Class A common stock and one-fifth of one redeemable warrant exercisable for one share at $11.50; only whole warrants are exercisable. $300,000,000, or $345,000,000 on full overallotment ($10.00 per unit in either case), goes into the trust. The search focus is industrial technology, transportation and smart mobility. The sponsor, VectoIQ Holdings II, LLC, buys 900,000 private placement units at $10.00. Why it matters: The outside date is conditional: 24 months from the closing of the offering, or 27 months if a letter of intent, agreement in principle or definitive agreement for an initial business combination has been executed within those 24 months. Warrant coverage is one-fifth of a warrant per unit. The call is a single $18.00 regime — in whole at $0.01 per warrant on a minimum 30 days' notice, only if the last reported sale price is at or above $18.00 for any 20 trading days in a 30-trading-day period ending on the third trading day before the notice.

• S-1/A6 January 20210001104659-21-001185
• 36 January 20210001104659-21-001742
• 36 January 20210001104659-21-001748
• 36 January 20210001104659-21-001732

The complete VTIQ filing history on EDGAR