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United States securities and exchange commission logo
January 6, 2021
Ian Robertson
Chief Executive Officer
Northern Genesis Acquisition Corp. II
4801 Main Street, Suite 1000
Kansas City, MO 64112
Re: Northern Genesis
Acquisition Corp. II
Registration
Statement on Form S-1
Filed December 23,
2020
Amendment No. 1 to
Registration Statement on Form S-1
Filed January 4,
2021
File No. 333-251639
Dear Mr. Robertson:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed January 4,
2021
Manner of conducting redemptions, page 17
1. Your amended and
restated certificate of incorporation and revised disclosure at page 17
state that if you seek
stockholder approval, you will complete your initial business
combination only if "a
majority of the then outstanding shares of common stock present
and entitled to vote at
the meeting to approve the business combination (or such greater
number as may be
required by applicable law or the rules of any applicable national
securities exchange)"
are voted in favor of the business combination. We note that your
disclosure implies that
the voting standard may be superseded by a higher voting
standard. Please revise
to clarify the voting standard under applicable law or advise.
Ian Robertson
Northern Genesis Acquisition Corp. II
January 6, 2021
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Myra Moosariparambil, Staff Accountant, at (202)
551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kevin
Dougherty, Staff
Attorney, at (202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at (202)
551- 3642
with any other questions.
Sincerely,
FirstName LastNameIan Robertson
Division of
Corporation Finance
Comapany NameNorthern Genesis Acquisition Corp. II
Office of Energy &
Transportation
January 6, 2021 Page 2
cc: Rebecca Taylor
FirstName LastName