Embark Trucks, Inc. entered into a letter of intent to acquire Northern Genesis Acquisition Corp. II (NYSE:NGAB) from Northern Genesis Sponsor II LLC, Alberta Investment Management Corporation and others in a reverse merger transaction for $4.2 billion on April 8, 2021. Embark Trucks, Inc. entered into a definitive agreement to acquire Northern Genesis Acquisition Corp. II from Northern Genesis Sponsor II LLC, Alberta Investment Management Corporation and others in a reverse merger transaction on June 22, 2021. The transaction implies implied equity value for Embark of $4.25 billion. In connection with the execution of the merger agreement, NGA and Embark entered into separate subscription agreements investors, pursuant to which, the PIPE Investors agreed to purchase an aggregate of 16 million shares of New Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $160 million, in the PIPE financing. Post-closing, existing Embark shareholders will own approximately 86.2% in pro forma company, Northern Genesis shareholders will own 8%, PIPE investors will own 3.9% and founder shares will be 1.9% stake in pro forma company. Upon the closing of the business combination, Northern Genesis 2 will change its name to Embark Technology, Inc., and common stock and warrants of the combined company are expected to begin trading on Nasdaq under the ticker symbols “EMBK” and “EMBK.WS,” respectively.” Following completion of the proposed business combination, Embark will retain its experienced management team. Alex Rodrigues will continue to serve as Chief Executive Officer, Brandon Moak will continue to serve as Chief Technology Officer, and Richard Hawwa will continue to serve as Chief Financial Officer. Elaine Chao, former U.S. former U.S. Secretary of Transportation, Pat Grady and Patricia Chiodo, will join Alex Rodrigues, Brandon Moak, and Ian Robertson on Embark's Board of Directors. Northern Genesis Acquisition intends to voluntarily transfer the listing of its shares of common stock and its warrants to the Nasdaq Global Market from the New York Stock Exchange.
 
The transaction is subject to, among other things, the approval by Northern Genesis' stockholders; the approval of Embark's stockholders; the receipt of certain regulatory approvals; required approvals to publicly list the securities of the combined company; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the registration statement being declared effective; the shares of New Class A Common Stock to be issued in connection with the Business Combination having been approved for listing on Nasdaq, or if requested by Embark, the New York Stock Exchange; and Northern Genesis having at least $5,000,001 of net tangible assets. The Boards of Directors of both Embark and NGA have unanimously approved the transaction. NGA Board recommends that NGA's stockholders vote in favor of the transaction. On October 19, 2021, the U.S. Securities and Exchange Commission has declared effective its Registration Statement on Form S-4. Shareholders of Northern Genesis will hold meeting on November 9, 2021 to approve the transaction. As of November 8, 2021, NGA has achieved a quorum for the special meeting of its shareholders to be held on November 9, 2021. Northern Genesis 2's shareholders who have submitted proxies to date on the proposals have overwhelmingly voted in support of the business combination and all other proposals to be voted on at the Special Meeting. Accordingly, it is anticipated that the business combination and the other proposals will be approved at the Special Meeting and the valuation of the post-combination entity will be finalized. However, shareholders may change or revoke their proxies before or at the Special Meeting. The transaction was approved at a special meeting of NGA stockholders on November 9, 2021. The transaction is expected to be completed in the second half of 2021. As of October 19, 2021, the proposed business combination is expected to close on or about November 10, 2021.

Citigroup Global Markets Inc. is serving as exclusive financial advisor and capital markets advisor to Embark. J.P. Morgan Securities LLC is serving as financial advisor and capital markets advisor to Northern Genesis. J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and BMO Capital Markets are serving as joint placement agents for the PIPE. Justin G. Hamill, Marc A. Granger, David Ajalat, Rachel Sheridan, Shagufa Hossain, Katharine Moir and Austin Ozawa of Latham & Watkins LLP are lead legal counsel for Embark. James G. Goettsch, Rebecca Taylor, Victoria Sitz, Jason Reschly, Dan Geraghty and Jai Khanna of Husch Blackwell LLP are lead legal counsel for NGA and Northern Genesis Sponsor II. Winston & Strawn LLP is lead legal counsel to the placement agents on the PIPE transaction. Kevin Schmidt of Debevoise & Plimpton LLP acted as legal advisor to Canada Pension Plan Investment Board on the PIPE transaction. D.F. King & Co., Inc. is acting as proxy solicitor to Northern Genesis Acquisition. Continental Stock Transfer & Trust Company is the transfer agent for common shares of NGA.

Embark Trucks, Inc. completed the acquisition of Northern Genesis Acquisition Corp. II (NYSE:NGAB) from Northern Genesis Sponsor II LLC, Alberta Investment Management Corporation and others in a reverse merger transaction on November 10, 2021. Embark expanded its executive leadership team , adding Richard Hawwa as Chief Financial Officer, Sid Venkatesan as Chief Legal Officer, and Stephen Houghton as Chief Operations and Fleet Officer. Embark also added former U.S. Secretary of Transportation Elaine L. Chao to its Board of Directors. Additionally, Embark announced the formation of an industry advisory board , composed of six storied executives from companies like Cummins, Knight Transportation, Navistar, and others. The combined company has been renamed “Embark Technology, Inc.” and its shares will commence trading on the Nasdaq Capital Market under ticker symbol “EMBK” on November 11, 2021. Baird acted as a financial advisor to Embark Technology, Inc