SEC cracks down on SPAC claims as electric-truck maker Nikola agrees to pay $125 million to settle fraud charges

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Trevor Milton CEO of Nikola
Massimo Pinca | Reuters

Electric truck maker Nikola has agreed to pay the Securities and Exchange Commission $125 million to settle charges that it defrauded investors by misleading them about its products, technical capacity and business prospects.

SEC officials said they hoped the penalty would serve as a warning to all companies hoping to enter public markets via a merger deal with a special-purpose acquisition company, or SPAC. Specifically, officials said statements from companies hoping tap public capital markets need to be wholly accurate.

The action, announced Tuesday morning, marked the SEC’s most recent move to more thoroughly regulate SPACs, which are also known as “blank check companies.” The regulator issued new accounting guidance in the spring, effectively halting a surge in SPACs at the time. They started surging again as the year went on. Former President Donald Trump, for instance, is pursuing a SPAC merger that he says would result in the creation of a social media and streaming company. The SEC is investigating the Trump SPAC deal.

Nikola, which went public in June 2020, had warned investors its fine was likely. The company was the catalyst for pre-revenue electric-vehicle startups to go public through SPAC deals. They followed investor interest in such companies soaring after Tesla skyrocketed to become the world’s most values automaker by market cap in 2020.

Nikola on Tuesday confirmed the settlement and said in a statement that it neither admits nor denies the findings from the SEC.

“We are pleased to bring this chapter to a close as the company has now resolved all government investigations,” the company said.

Nikola was one of at least four electric-vehicle startups under investigation by federal agencies about potentially misleading investors. The others include Lucid, Lordstown Motors and Canoo.

Shares of Nikola soared to nearly $100 last year and the company’s market value briefly topped that of Ford despite it never producing a single vehicle for sale. Nikola’s stock closed Monday at $9.25 a share, down by 7.3%

Wall Street’s top regulator said that Nikola is responsible for misleading claims made by the company’s founder and former chief executive offer, Trevor Milton, who pleaded not guilty to fraud charges brought by Justice Department in July.

Before the company had made a single commercial product, Milton embarked on a public relations campaign aimed at inflating and maintaining Nikola’s stock price, the SEC said in a press release.

His tweets and media appearances falsely gave investors the impression that Nikola had reached certain product and technological milestones that represent material information used by many when they agreed to invest in the firm, the commission said.

Milton’s bogus claims “falsely portrayed the true state of the company’s business and technology,” said Gurbir Grewal, director of the SEC’s Division of Enforcement. “This misconduct — and the harm it inflicted on retail investors — merits the strong remedies today’s settlement provides.”

The SEC’s fine was expected. Nikola has been cooperating with the SEC on the probe. CEO Mark Russell last month said Nikola expected to pay a $125 million penalty to the SEC under a proposed deal to settle civil fraud charges for misleading investors.

Wall Street analysts largely saw the deal as a good sign for the company to move past the investigation as well as Milton, who resigned from the company in September 2020.

Milton became an overnight billionaire when he took his company public through a SPAC deal through a blank-check company backed by former General Motors Vice Chairman Steve Girsky.

The SEC probe and fine are separate from a criminal probe by the Department of Justice. A federal grand jury accused Milton in July of lying about “nearly all aspects of the business” to bolster stock sales of the electric vehicle start-up.

Nikola has said it will seek reimbursement from Milton for costs and damages in connection with the government and regulatory investigations.

The SEC opened the investigation after short-seller Hindenburg Research accused the company and Milton of lying to investors about Nikola’s business and technologies.

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