Northern Genesis Acquisition Corp. II (“Northern Genesis 2”)
(NYSE: NGAB) announced today that the U.S. Securities and Exchange
Commission (the "SEC") has declared effective its Registration
Statement on Form S-4, as amended, filed in connection with its
previously announced business combination with Embark Trucks, Inc.
(“Embark”), a leading developer of
autonomous technology for the trucking industry.
A special meeting of Northern Genesis 2 stockholders (the
"Special Meeting") to approve, among other things, the proposed
business combination will be held in virtual format on November 9,
2021 at 9 a.m. Eastern Time. Northern Genesis 2 also announced
today that it will file with the SEC a definitive proxy
statement/consent solicitation statement/prospectus relating to the
Special Meeting and expects to commence mailing to its stockholders
of record as of the close of business on October 6, 2021 (the
“Record Date”) on or about October 20, 2021.
In anticipation of the Special Meeting and conclusion of the
business combination, Embark has published a new presentation,
titled “The Transition from NGAB to EMBK: Embark’s Near-Term
Investor Value Proposition.” The presentation details recent
business achievements and Embark’s advantageous competitive
positioning.
"We are excited to reach this milestone in the transaction, and
with the approval from Northern Genesis 2 stockholders, look
forward to successfully completing the proposed business
combination with Embark as it continues to execute on its mission
to create a safer, more efficient, and more sustainable trucking
industry," said Ian Robertson, Director and CEO of Northern Genesis
2.
Alex Rodrigues, Co-Founder and CEO of Embark added, "Our team
continues to deliver on key strategic initiatives to commercialize
our technology and achieve our technical milestones. Since
announcing the business combination in June, we have delivered on
previously announced initiatives and announced collaborations with
leading Tier 1 suppliers and technology partners, increased
commercial opportunities through our Partner Development Program,
and expanded our coverage map by formalizing relationships with
leading logistics companies like Ryder. We remain differentiated as
America’s longest running self-driving truck program with our
asset-light go-to-market strategy, our Vision Map Fusion
technology, and our carrier-friendly, platform-OEM-agnostic Embark
Universal Interface approach. The completion of the transaction
with Northern Genesis 2 should equip Embark with the capital needed
to achieve our mission of evolving the trucking industry."
Northern Genesis 2 Stockholder Vote
Stockholders who own shares of Northern Genesis 2 as of the
Record Date should submit their vote promptly and no later than
11:59 p.m. Eastern Time on November 8, 2021. Northern Genesis 2
stockholders who need assistance in completing the proxy card, need
additional copies of the proxy materials, or have questions
regarding the Special Meeting may contact Northern Genesis 2’s
proxy solicitor, D.F. King & Co., Inc., by telephone toll-free
at (888) 605-1958 or collect at (212) 269-5550 or by email at
nga@dfking.com.
The proxy statement/prospectus will also be available online at
www://www.northerngenesis.com/ngab, as well as www.sec.gov.
Northern Genesis 2 stockholders are encouraged to read the
definitive proxy statement/prospectus as it contains important
information about the proposed transaction and the proposals to be
voted on at the Special Meeting. The proposed business combination
is expected to close on or about November 10, 2021, subject to
receipt of Northern Genesis 2 stockholder approval and satisfaction
of other customary closing conditions identified in the business
combination agreement.
Following completion of the proposed business combination,
Embark will retain its experienced management team. Alex Rodrigues
will continue to serve as CEO, Brandon Moak will continue to serve
as Chief Technology Officer, and Richard Hawwa will continue to
serve as CFO. Elaine Chao, former U.S. former U.S. Secretary of
Transportation, Pat Grady, Partner at Sequoia Capital, and Patricia
Chiodo, CFO of Verra Mobility Corporation, will join Alex
Rodrigues, Brandon Moak, and Ian Robertson on Embark’s board of
directors.
About Embark
Embark is an autonomous vehicle company building the software
powering autonomous trucks, focused on improving the safety,
efficiency, and sustainability of the nearly $700 billion a year
trucking market. Headquartered in San Francisco, CA since its
founding in 2016, Embark is America’s longest-running self-driving
truck program. The company partners with some of the largest
shippers and carriers in the nation, collectively representing over
35,000 trucks.
Embark’s mission is to realize a world where consumers pay less
for the things they need, drivers stay close to the homes they
cherish, and roads are safer for the people we love. To learn more
about Embark, visit embarktrucks.com.
About Northern Genesis 2
Northern Genesis 2 is a special purpose acquisition company
formed for the purpose of effecting a merger, stock exchange,
acquisition, reorganization or similar business combination with
one or more businesses. The management team overseeing the Northern
Genesis 2 investment platform brings a unique entrepreneurial
owner-operator mindset and a proven history of creating stockholder
value across the sustainable power and energy value chain. The team
is committed to helping the next great public company find its path
to success; a path which will most certainly recognize the growing
sensitivity of customers, employees and investors to alignment with
the principles underlying sustainability.
Forward-Looking Statements
This press release 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 2’s 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 2’s 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 2
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 2 and Embark and the
satisfaction of the minimum trust account amount following
redemptions by Northern Genesis 2’s 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
2’s 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 2 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 2 with the U.S. Securities and Exchange Commission
(the “SEC”), including those discussed in Northern Genesis 2’s
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 June 30, 2021 and in the registration statement on Form S-4
and definitive proxy statement/prospectus and other documents filed
by Northern Genesis 2 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 2
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 2 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.
Additional Information About the Proposed Transactions and
Where to Find It
The proposed transactions will be submitted to stockholders of
Northern Genesis 2 for their consideration. Northern Genesis 2 has
filed a registration statement on Form S-4 (the “Registration
Statement”) with the SEC which includes a proxy statement to be
distributed to Northern Genesis 2’s stockholders in connection with
Northern Genesis 2’s solicitation for proxies for the vote by
Northern Genesis 2’s 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. The Registration Statement
has been declared effective, and Northern Genesis 2 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 2’s stockholders and other
interested persons are advised to read the definitive proxy
statement/prospectus and any amendments thereto, in connection with
Northern Genesis 2’s 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 2, Embark and
the proposed business combination. Stockholders may also obtain a
copy of the definitive proxy statement, as well as other documents
filed with the SEC regarding the proposed transactions and other
documents filed with the SEC by Northern Genesis 2, without charge,
at the SEC’s website located at www.sec.gov or by directing a
request to Northern Genesis 2.
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 2, 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 2’s 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 2’s stockholders in connection
with the proposed transactions are set forth in Northern Genesis
2’s proxy statement/prospectus filed with the SEC. You can find
more information about Northern Genesis 2’s directors and executive
officers in Northern Genesis 2’s Form 10-K and Forms 10-Q filed
with the SEC. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests are included in the proxy statement/prospectus.
Stockholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211019005458/en/
For Embark: Investor Relations:
investorrelations@embarktrucks.com Media:
press@embarktrucks.com
For Northern Genesis 2: Investor
Relations: investors@northerngenesis.com
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