Item 3.01. Notice of Delisting or Failure to Satisfy Continued Listing Rule or
Standard; Transfer of Listing.
On November 1, 2021, Northern Genesis Acquisition Corporation II ("Northern
Genesis 2"), in connection with its proposed business combination (the "business
combination") with Embark Trucks Inc., a Delaware corporation (the "Embark"),
(i) provided written notice to the New York Stock Exchange ("NYSE") of its
intention to voluntarily withdraw the listing of its shares of common stock,
$0.0001 par value per share, warrants and units from the NYSE and (ii) to list
the common stock and warrants on the Nasdaq Global Market ("Nasdaq") following
the completion of the business combination. In connection with the business
combination, Northern Genesis 2 will change its name to "Embark Technology,
Inc." Trading of the common stock and warrants of Embark Technology Inc. is
expected to begin on Nasdaq at market open on November 11, 2021 under the
symbols "EMBK" and "EMBK.W", respectively. The last day of trading on the NYSE
is expected to be on November 10, 2021, following the consummation of the
business combination, subject to final stockholder approval at Northern Genesis
2's special meeting on November 9, 2021, and satisfaction of other closing
conditions.
Item 7.01. Regulation FD Disclosure.
On November 2, 2021, Northern Genesis 2 issued a press release announcing the
transfer of the listing of its common stock and warrants from the NYSE to
Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference. Such exhibit and the information set forth
therein shall not be deemed to be filed for purposes of Section 18 of the
Exchange Act, or otherwise be subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference in any filing under the
Securities Act or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Embark's and Northern Genesis' actual results may differ
from their expectations, estimates and projections and consequently, you should
not rely on these forward-looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements
include, without limitation, Embark's and Northern Genesis' expectations with
respect to future performance. These forward-looking statements also involve
significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted in connection with any proposed business
combination; (2) the inability to complete any proposed business combination in
a timely manner or at all; (3) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or complete
regulatory reviews required to complete any proposed business combination; (4)
the risk that the business combination may not be completed by Northern Genesis'
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought; (5) the failure to satisfy the
conditions to the consummation of the transaction, including the adoption of the
agreement and plan of merger by the stockholders of Northern Genesis and Embark
and the satisfaction of the minimum trust account amount following redemptions
by Northern Genesis' public stockholders; (6) the lack of a third party
valuation in determining whether or not to pursue the proposed business
combination; (7) the risk that any proposed business combination disrupts
current plans and operations and/or the impact that the announcement of the
proposed business combination may have on Embark's business relationships; (8)
the inability to recognize the anticipated benefits of any proposed business
combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain key employees; (9) costs
related to the any proposed business combination; (10) changes in the applicable
laws or regulations; (11) volatility in the price of Northern Genesis'
securities due to a variety of factors, including changes in the competitive and
highly regulated industries in which Embark plans to operate, variations in
performance across competitors, changes in laws and regulations affecting
Embark's business and changes in the combined capital structure; (12) the
possibility that Embark or Northern Genesis may be adversely affected by other
economic, business, and/or competitive factors; (13) the impact of the global
COVID-19 pandemic; and (14) other risks and uncertainties separately provided to
you and indicated from time to time described in filings and potential filings
by Embark and Northern Genesis with the U.S. Securities and Exchange Commission
(the "SEC"), including those discussed in Northern Genesis' Annual Report Form
10-K for the fiscal year ended December 31, 2020 ("Form 10-K") and Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021 and those that are
expected to be included in the Registration Statement on Form S-4 and proxy
statement/prospectus discussed below and other documents filed by Northern
Genesis from time to time. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Embark and
Northern Genesis caution that the foregoing list of factors is not exhaustive
and not to place undue reliance upon any forward-looking statements, including
projections, which speak only as of the date made. Embark and Northern Genesis
undertake no obligation to and accepts no obligation to release publicly any
updates or revisions to any forward-looking statements to reflect any change in
its expectations or any change in events, conditions or circumstances on which
any such statement is based.
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Additional Information About the Business Combination and Where to Find It
The proposed transactions will be submitted to stockholders of Northern Genesis
for their consideration. Northern Genesis intends to file a registration
statement on Form S-4 (the "Registration Statement") with the SEC which will
include preliminary and definitive proxy statements to be distributed to
Northern Genesis' stockholders in connection with Northern Genesis' solicitation
for proxies for the vote by Northern Genesis' stockholders in connection with
the proposed transactions and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of the securities to
be issued to Embark's shareholders in connection with the completion of the
proposed merger. After the Registration Statement has been filed and declared
effective, Northern Genesis will mail a definitive proxy statement and other
relevant documents to its stockholders as of the record date established for
voting on the proposed transactions. Northern Genesis' stockholders and other
interested persons are advised to read, once available, the preliminary proxy
statement/prospectus and any amendments thereto and, once available, the
definitive proxy statement/prospectus, in connection with Northern Genesis'
solicitation of proxies for its special meeting of stockholders to be held to
approve, among other things, the proposed business combination, because these
documents will contain important information about Northern Genesis, Embark and
the proposed business combination. Stockholders may also obtain a copy of the
preliminary or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed transactions and other
documents filed with the SEC by Northern Genesis, without charge, at the SEC's
website located at www.sec.gov or by directing a request to Northern Genesis.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
Northern Genesis, Embark and certain of their respective directors, executive
officers and other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitations of proxies from Northern Genesis'
stockholders in connection with the proposed transactions. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation
of Northern Genesis' stockholders in connection with the proposed transactions
will be set forth in Northern Genesis' proxy statement/prospectus when it is
filed with the SEC. You can find more information about Northern Genesis'
directors and executive officers in Northern Genesis' Form 10-K filed with the
SEC. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be included in the
proxy statement/prospectus when it becomes available. Stockholders, potential
investors and other interested persons should read the proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
99.1 Press Release, dated November 2, 2021.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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