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United States securities and exchange commission logo
September 16, 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-4
Filed July 2, 2021
File No. 333-257647
Dear Mr. Robertson:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 3, 2021 letter.
Amendment No. 1 to Form S-4 filed August 31, 2021
Questions and Answers for Stockholders of NGA
What equity stake will NGA's current stockholders hold in Embark
Technology following the
consummation of the Business Combination, page xv
1. Please revise to
include disclosure regarding the equity stake of the stockholders in the
case of full
redemptions.
Summary of the Proxy Statement/Prospectus, page 1
2. We note your revised
disclosures in response to prior comment 1 where you refer to
paving the way for
commercialization and revenue generating operations in the future. In
an effort to further
clarify the status of Embark's operations, please revise here to clearly
Ian Robertson
FirstName LastNameIan Robertson
Northern Genesis Acquisition Corp. II
Comapany 16,
September NameNorthern
2021 Genesis Acquisition Corp. II
September
Page 2 16, 2021 Page 2
FirstName LastName
assert that Embark has not earned any revenue to date and to disclose
the amount of net
losses recognized for each period presented.
Key Financial Metrics, page 86
3. We note your responses to prior comments 11 and 12 regarding Embark
s key financial
forecasts and their use in your board evaluation of projections
through 2025. You disclose
on pages 82 and 83 that your valuation or assessment of fairness is
primarily based on
projected EDITDA and Revenues, providing one example for TuSimple with
a multiples
analysis for 2025. Please provide a materially complete description
your multiples
analysis, including all material companies used by your management in
their multiples
analysis including the type and years of the measures used. Further,
given that Embark s
projections are not based on historical revenues or financial results,
and involved
specifically tailored assumptions related to its business and R&D
fleet experience, please
clarify how you considered the assumptions used by the comparable
companies as to
whether they were reasonable or comparable to how Embark s
projections were
calculated. Finally, disclose the source of the information regarding
TuSimple.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 129
4. We note from your revised disclosures in response to prior comment 16
that under the full
redemption scenario, Embark will need to waive the minimum cash
requirement to
accommodate the redemptions. Please revise, here and elsewhere
throughout the filing, to
explain what will happen if more than 31.9 million NGA shareholders
redeem and
Embark does not waive such requirement. In this regard, clarify
whether the merger will
not be consummated or whether NGA has plans to obtain additional
financing.
5. We note your revised disclosures on page 130 in response to prior
comment 17. Please
further revise to clarify, as if you have in your response, that the
vested portion of the
warrant will net exercise into shares of Embark common stock and then
convert into
Embark Technology Class A common stock and that the unvested warrants
will net
exercise into Embark Restricted Stock and then convert into Embark
Technology
restricted stock, subject to the same vesting conditions as the
warrant.
Unaudited Pro Forma Condensed Combined Financial Statements
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations,
page 139
6. We note your response to prior comment 22. The guidance in ASC
718-20-55-26 applies
to awards with only a service condition. Please explain further how
you applied this
guidance considering Embark's RSU awards vest based on both a service
and performance
or market condition.
Autonomous Trucking Background & Benefits, page 166
7. We note your response to prior comment 26, noting that self-driving
vehicles are not
prohibited by federal law and within 42 states. Please clarify whether
federal, state or
Ian Robertson
Northern Genesis Acquisition Corp. II
September 16, 2021
Page 3
local transportation laws still require there to be a driver present in
self driving semi-truck
vehicles.
Beneficial Ownership of Securities, page 200
8. Please disclose the natural person(s) that hold voting and/or investment
power over the
shares that are beneficially owned by Alberta Investment Management
Corporation, Sequoia Capital, and YCombinator, or their affiliated funds.
9. We note your response to prior comment 28 regarding Embark's pre-business
combination
beneficial ownership. Please present Embark's pre-business combination
beneficial
ownership in a separate column in your beneficial ownership table or a
separate table that
includes the beneficial ownership percentages and that of Embark's
management and
principal stockholders.
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,
FirstName LastNameIan Robertson
Division of
Corporation Finance
Comapany NameNorthern Genesis Acquisition Corp. II
Office of
Technology
September 16, 2021 Page 3
cc: Rebecca Taylor, Esq.
FirstName LastName