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United States securities and exchange commission logo
November 6, 2020
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
Draft Registration
Statement on Form S-1
Submitted October
13, 2020
CIK No. 0001827980
Dear Mr. Robertson:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted October 13, 2020
Risk Factors
Our amended and restated certificate of incorporation will require,
subject to limited
exceptions..., page 42
1. You disclose that your
exclusive forum provision will not apply to suits brought to
enforce any duty or
liability created by the Exchange Act or actions brought under the
Securities Act, or the
rules and regulations thereunder. However, in your Exhibit 3.1 you
disclose in the tenth
clause that the federal district courts of the United States of America
shall, to the fullest
extent permitted by law, be the exclusive forum for the resolution of
any complaint asserting
a cause of action arising under the Securities Act of 1933. If your
amended and restated
certification of incorporation will retain this federal forum exclusive
Ian Robertson
Northern Genesis Acquisition Corp. II
November 6, 2020
Page 2
forum clause, please disclose this application to actions arising under
the Securities Act.
Please also disclose in this risk factor and under similar disclosure on
page 102 that there
is uncertainty as to whether a court would enforce such provision, and
that investors
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder. In that regard, we note that Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or
liability created by the Securities Act or the rules and regulations
thereunder.
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
November 6, 2020 Page 2
cc: Jeffrey Gallant
FirstName LastName