SC 13D/A

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: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP No.:  654110105 Page 1

1	NAMES OF REPORTING PERSONS Green Nikola Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 22,130,385
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 22,130,385

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,130,385
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* All percentages of Common Stock (as defined below) outstanding contained herein are based on 391,945,919 shares of Common Stockoutstanding as of February 19, 2021.

CUSIP No.:  654110105 Page 2

1	NAMES OF REPORTING PERSONS Hanwha General Chemical USA Corp
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 22,130,385
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 22,130,385

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,130,385
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  5.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO, HC

CUSIP No.:  654110105 Page 3

1	NAMES OF REPORTING PERSONS Hanwha Energy USA Holdings Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 22,130,385
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 22,130,385

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,130,385
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO, HC

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 andrelates 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.

Item 2. Identity and Background.

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. Purpose of Transaction.

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. Interest in Securities of the Issuer.

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.

4

(a) and (b)

(i) Amount Beneficially Owned:  See Item 11 of each of the cover pages.

(ii) Percent of Class:  See Item 13 of each of the cover pages.

(iii) Number of Shares as to which such person has:

a. Sole power to vote or direct the vote:  See Item 7 of each of the cover pages.

b. Shared power to vote or direct the vote:  See Item 8 of each of the cover pages.

c. Sole power to dispose or direct the disposition:  See Item 9 of each of the cover pages.

d. Shared power to dispose or direct the disposition:  See Item 10 of each of the cover pages.

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. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

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. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

99.3 Stock Sales Agreement (filed herewith).

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

ANNEX A

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.

Name:	Principal Occupation:
Haeyoung Lee (citizen of South Korea)	Manager / President / Secretary
Jemin Hong (citizen of South Korea)	Treasurer

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.

Name:	Principal Occupation:
Sehwan Park (citizen of South Korea)	President
Haeyoung Lee (citizen of South Korea)	Director / Secretary / Treasurer

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.

Name:	Principal Occupation:
Henry Yun	Director / President and CEO
Carolyn Byun	Secretary
Hyo Jin Jeon (citizen of South Korea)	CFO

EX-99.3

Exhibit 99.3

Stock Sales Agreement

(Non-Discretionary Plan)

Stock Sales Agreement dated March 16, 2021 (this “Agreement”) between Green Nikola Holdings LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”), acting as agent for the Company.

1.          The Company hereby appoints Morgan Stanley to sell shares of Nikola Corporation (the “Issuer”) common stock, par value $.0001 per share (the “Stock”), pursuant to the terms and conditions set forth below and in Annex A hereto, which is expressly made a part of this Agreement.  Subject to such terms and conditions, Morgan Stanley hereby accepts such appointment.

2.          Morgan Stanley is authorized to begin selling Stock pursuant to this Agreement on June 9, 2021and shall cease selling Stock as of the earliest to occur of the following (such period, the “Plan Period”): (i) receipt of notice by Morgan Stanley of the commencement or impending commencement of any proceedings in respect of or triggered by the Company’s bankruptcy or insolvency, (ii) close of business on December 10, 2021, (iii) when the Maximum Amount (as defined in Annex A) of Stock is sold, (iv) the date set forth in a Termination Notice delivered pursuant to paragraph 6 of this Agreement, (v) the date Morgan Stanley receives notice of the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of all or any portion of the unsold Stock into shares of another company, or (vi) the Stock is no longer listed on a national securities exchange.

3.          Morgan Stanley shall not sell Stock hereunder at any time when:

(i)          Morgan Stanley, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to the Stock, the Issuer or the Company or its or their affiliates (other than any such restriction relating to the Issuer’s or the Company’s possession or alleged possession of material nonpublic information about the Issuer or the Stock); or

(ii)          Morgan Stanley, in its sole discretion, deems such sale to be inadvisable; or

(iii)          Morgan Stanley has received notice from the Company in accordance with paragraph 6 below.

4.          The parties intend that this Agreement comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In particular, the Company (i) represents that, as of the date hereof, it is not aware of any material, nonpublic information about the Stock, the Issuer or its securities and it is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (ii) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Stock

(including, without limitation, with respect to any securities convertible or exchangeable into the Stock) during the Plan Period.

5.          Morgan Stanley agrees to conduct all sales pursuant to the Agreement in accordance with both the manner of sale requirement of Rule 144 and the volume limitations of Rule 144, provided that adherence to such volume limitations with respect to a given period shall be determined by Morgan Stanley in accordance with the assumption that sales under this Agreement are the only sales of Stock that the Company (and any other persons or entities with whom the Company’s sales of Stock are required to be aggregated for purposes of Rule 144) is effecting during such period.

6.          (i) This Agreement may be terminated prior to the end of the Plan Period at any time by prior written notice (a “Termination Notice”) from the Company sent to Morgan Stanley’s compliance office by overnight mail and by facsimile at the address and fax number set forth in paragraph 14 below and received by Morgan Stanley’s compliance office at least one day prior to the date on which this Agreement is to be terminated.

(ii) The Company shall provide Morgan Stanley with a Termination Notice in the event that any legal or regulatory restrictions applicable to the Stock, the Issuer, the Company or its or their affiliates would prevent Morgan Stanley from selling Stock for the Company’s account during the Plan Period.

7.          The Company agrees that Morgan Stanley will execute this Agreement in accordance with its terms and will not be required to terminate any sales of the Stock unless the Company notifies Morgan Stanley of its intention to terminate the Agreement in accordance with the provisions of paragraph 6.

8.          This Agreement may be amended by the Company only upon the written consent of Morgan Stanley and receipt by Morgan Stanley of a certificate signed by the Company dated as of the date of such amendment certifying that the representations and warranties of the Company contained in this Agreement are true at and as of the date of such certificate as if made at and as of such date.

9.          The Company has consulted with its own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Morgan Stanley or any person affiliated with Morgan Stanley in connection with, the Company’s adoption and implementation of this Agreement.  The Company acknowledges that Morgan Stanley is not acting as a fiduciary or an advisor for the Company.

10.          The Company and Morgan Stanley acknowledge and agree that this Agreement is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code (the “Bankruptcy Code”), entitled to all the protections given to such contracts under the Bankruptcy Code.

11.          Morgan Stanley may sell Stock on any national securities exchange, in the over-the-counter market, on an automatic trading system or otherwise.

12.          The Issuer has informed the Company that the Issuer’s consent is not required with respect to the entry into this Agreement or the sales of Stock contemplated by this Agreement, and the execution and delivery of this Agreement by the Company and the transactions contemplated by this Agreement will not contravene any provision of law, the constitutive documents of the Issuer or any agreement or other instrument binding on the Company or any of its affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or its affiliates.

13.          Proceeds from each sale of Stock effected under this Agreement shall be delivered to the Company’s checking account (account information listed below) on a normal two-day settlement basis less any commission, commission equivalent, mark-up or differential and other expenses of sale to be paid to Morgan Stanley.

Bank: [***]

Type of Account: [***]

Account No.: [***]

Routing No.: [***]

14.          All notices to Morgan Stanley under this Agreement shall be given to Morgan Stanley’s compliance office by fax and certified mail as specified below:

[***]

with a copy to:

[***]

15.          This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto.

16.          This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

17.          If any provision of this Agreement is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation.  All other provisions of this Agreement will continue and remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have signed this Agreement as of the date first written above.

GREEN NIKOLA HOLDINGS LLC
/s/ Haeyoung Lee
Name:	Haeyoung Lee
Title:	President
MORGAN STANLEY & CO. LLC
/s/ Darrell R. Alfieri
Name:	Darrell R. Alfieri
Title:	Executive Director

ANNEX A

SALES INSTRUCTIONS

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