Sec Form 13D Filing - Green Nikola Holdings LLC filing for Nikola Corp (NKLA) - 2021-03-17

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Nikola Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

654110105

(CUSIP Number)

Haeyoung Lee

Green Nikola Holdings LLC

200 Westlake Park Blvd., Suite 1010

Houston, TX 77079

201-347-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 16, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends the initial Schedule 13D filed jointly by Green Nikola Holdings LLC, a Delaware limited liability company (“GNH”), Hanwha General Chemical USA Corp, a Delaware corporation (“Hanwha General”) and Hanwha Energy USA Holdings Corp., a Delaware corporation (“Hanwha Energy”) on June 17, 2020 and relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Nikola Corporation, a Delaware corporation (the “Issuer”). GNH, Hanwha General and Hanwha Energy are collectively referred to herein as the “Reporting Persons.” Disclosure items set forth in the Schedule 13D (as amended, the “Schedule 13D”) shall remain in effect, except to the extent expressly amended or superseded by this Amendment. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

Items 2(b), (c) and (f) are hereby amended and restated in their entirety by the following:

(b) – (c) The address of the principal business and principal office of each of GNH and Hanwha General is 200 Westlake Park Blvd., Suite 1010, Houston, TX 77079. The address of the principal business and principal office of Hanwha Energy is 300 Spectrum Center Drive, Suite 1020, Irvine, CA 92618. The principal business of each of GNH and Hanwha General is investment and management of investments. The primary business of Hanwha Energy is the development of solar facilities.

(f) Set forth on Annex A attached hereto is a listing of the directors and executive officers of each of the Reporting Persons (collectively, the “Covered Persons”), and the business address and present principal occupation or employment of each of the Covered Persons, and is incorporated herein by reference. Except as otherwise designated in Annex A, each of the Covered Persons is a citizen of the United States of America.

Item 4 is hereby amended to add the following:

On March 16, 2021, GNH entered into a Stock Sales Agreement (the “Plan”) with Morgan Stanley & Co. LLC (“Morgan Stanley”), pursuant to which Morgan Stanley is authorized to sell up to 11,065,190 shares of Common Stock (the “Maximum Amount”) on behalf of GNH in a manner intended to qualify for the affirmative defense provided by Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended. Generally, the Plan shall expire upon the earliest of the close of business on December 10, 2021, the time at which the Maximum Amount shall have been sold, or the occurrence of certain other customary events affecting the Issuer.

The foregoing description of the Plan does not purport to be complete and is subject to, and qualified in its entirety by, the Stock Sales Agreement, a copy of which is included as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference.

Item 5 is hereby amended and restated in its entirety by the following:

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) and (b)

All percentages of Common Stock outstanding contained herein are based on 391,945,919 shares of Common Stock outstanding as of February 19, 2021, as disclosed in the Issuer’s Annual Report on Form 10-K, filed on February 25, 2021.

(c) The Reporting Persons have not engaged in any transaction during the past 60 days involving shares of Common Stock.

(d) No person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons and described in this Item 5.

(e) Not applicable.

Item 6 is hereby amended to add the following:

The information provided in Item 4 regarding the Plan is incorporated herein by reference.

Item 7 is hereby amended to add the following:

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

 

 

Date: March 16, 2021

GREEN NIKOLA HOLDINGS LLC

 

/s/ Haeyoung Lee

Haeyoung Lee, Manager and President

 

 

 

HANWHA GENERAL CHEMICAL USA CORP

 

/s/ Sehwan Park         

Sehwan Park, President

 

 

 

HANWHA ENERGY USA HOLDINGS CORP.

 

/s/ Henry Yun          

Henry Yun, President and CEO

Executive Officers and Directors of Green Nikola Holdings LLC

Business Address: c/o Green Nikola Holdings LLC, 200 Westlake Park Blvd., Suite 1010, Houston, TX 77079.

Executive Officers and Directors of Hanwha General Chemical USA Corp

Business Address: c/o Green Nikola Holdings LLC, 200 Westlake Park Blvd., Suite 1010, Houston, TX 77079.

Executive Officers and Directors of Hanwha Energy USA Holdings Corp.

Business Address: c/o Green Nikola Holdings LLC, 200 Westlake Park Blvd., Suite 1010, Houston, TX 77079.