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United States securities and exchange commission logo
October 7, 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
Amendment No. 2 to
Registration Statement on Form S-4
Filed September 23,
2021
File No. 333-257647
Dear Mr. Robertson:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional comments.
References to our prior comments refer to our letter dated September 16,
2021.
Amendment No. 2 to Form S-4 filed September 23, 2021
Autonomous Trucking Background & Benefits, page 169
1. We note your response
to prior comment 7 regarding the regulatory environment
for autonomous
trucking. While you indicate 42 states allow some form of autonomous
trucking under the L4
framework and that none of these states expressly require a human
driver to be present,
it is still unclear whether the current regulatory environment in these
states currently allow
for the express use of autonomous trucking without a human driver
present. To the extent
you believe that uncertainty remains regarding the
commercialization of
your driverless platform with no human driver present, please
discuss this
uncertainty both here and in your summary.
Ian Robertson
FirstName LastNameIan Robertson
Northern Genesis Acquisition Corp. II
Comapany
October NameNorthern Genesis Acquisition Corp. II
7, 2021
October
Page 2 7, 2021 Page 2
FirstName LastName
Beneficial Ownership of Securities, page 209
2. We note your response to prior comment 8 regarding your beneficial
ownership and we
reissue it. To the extent that your principal stockholders have
investment committees or
multiple natural persons making investment decisions on the behalf of
their respective
fund or fund groups, please identify such individuals.
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.
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Accounting Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Rebecca Taylor, Esq.