Exhibit 4.2


 





[Form of Warrant Certificate]



[FACE]



Number



Warrants



THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO



THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR



IN THE WARRANT AGREEMENT DESCRIBED BELOW



NIKOLA CORPORATION



Incorporated Under the Laws of the State of Delaware


 


CUSIP ____________


 


Warrant Certificate


 


This Warrant Certificate
certifies that                 ,
or registered assigns, is the registered holder of            redeemable
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to
purchase shares of common stock, $0.0001 par value per share (“Common Stock”), of Nikola
Corporation, a Delaware corporation (the “Company”).  Each
Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable shares of Common Stock asset forth below, at the exercise price
(the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or
through “cashless exercise” as provided for in the Warrant Agreement) of the United States of
America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth here in and in the Warrant Agreement.  Defined
terms used in this Warrant Certificate but not defined here in shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially exercisable
for one fully paid and non-assessable share of Common Stock.  No fractional shares of Common Stock will be issued upon exercise
of any Warrant.  If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share
of Common Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to
be issued to the Warrant holder.  The number of shares of Common Stock issuable upon exercise of the Warrants is subject to
adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of
Common Stock for any Warrant is equal to $11.50 per share.  The Exercise Price is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of
such Exercise Period, such Warrants shall become void.  The Warrants may be redeemed, subject to certain conditions, as set
forth in the Warrant Agreement.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 









    1 


     


    

 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.


 


	 	NIKOLA
    CORPORATION
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 




 






     


     


    

 


[Form of Warrant Certificate]



[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive                         
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of May 15, 2018 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a
New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. 
A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.  Defined terms used
in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement.  The holder of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent.  In the event that
upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing
the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in
the Warrant Agreement.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted.  If, upon exercise of a Warrant, the holder thereof would be entitled
to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole
number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at
the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.