Item 4.01 Changes in Registrant’s Certifying Accountant.
Effective on January 14, 2022, VectoIQ Acquisition
Corp. II (the “Company”) engaged Marcum LLP (“Marcum”) as the Company’s independent registered public accounting
firm for the Company’s fiscal year ending December 31, 2021, replacing RSM US LLP (“RSM”), as the Company’s
independent registered public accounting firm, as of the same date. The decision to change accountants was approved by the audit committee
of the Company’s board of directors.
RSM’s audit reports on the financial statements
of the Company as of August 31, 2020, and December 31, 2020 and for each of the periods from August 10, 2020 (inception)
through August 31, 2020 and August 10, 2020 (inception) through December 31, 2020, did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that RSM’s
report on the Company’s financial statements as of and for the period ended August 31, 2020, contained the below separate
paragraph (which uncertainty was removed in RSM’s report on the Company’s financial statements as of and for the period ended
December 31, 2020, following completion of the Company’s initial public offering in January 2021):
“The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net
loss, a working capital deficiency and does not have sufficient liquidity to meet its anticipated obligations over the next year. This
raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these
matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.”
During the periods from August 10, 2020 (inception)
through August 31, 2020 and August 10, 2020 (inception) through December 31, 2020, the fiscal year ended December 31,
2021, and the subsequent interim period through January 14, 2022, neither the Company nor anyone on the Company’s behalf consulted
with Marcum regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the
type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided
to the Company by Marcum that Marcum concluded was an important factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described
in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
During the periods from August 10, 2020 (inception)
through August 31, 2020 and August 10, 2020 (inception) through December 31, 2020, the fiscal year ended December 31,
2021, and the subsequent interim period through January 14, 2022, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and
the related instructions between the Company and RSM on any matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure which, if not resolved to RSM’s satisfaction, would have caused RSM to make reference thereto in
their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided RSM with a copy of this Form 8-K
and requested that RSM provides the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of RSM’s letter is furnished as Exhibit 16.1 to this Form 8-K.