SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
EMBARK TECHNOLOGY, INC.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
c/o Embark Technology, Inc.
424 Townsend Street
San Francisco, CA 94107
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 25, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
|*||The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Names of Reporting Persons.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨
SEC Use Only
Source of Funds (See Instructions)
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
Citizenship or Place of Organization
Sole Voting Power
4,353,948 (See Item 5)
Shared Voting Power
Sole Dispositive Power
2,501,716 (See Item 5)
Shared Dispositive Power
Aggregate Amount Beneficially Owned by Each Reporting Person
4,353,948 (See Item 5)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row (11)
18.1% (See Item 5)
Type of Reporting Person (See Instructions)
Except as set forth in this Amendment No. 2 (this “Amendment No. 2”), the initial Schedule 13D filed on November 22, 2021 (the “Original 13D”) and Amendment No. 1 to the Original 13D filed on June 1, 2023 (the “Amendment No. 1”), remain in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D and Amendment No.1. The information set forth in response to the Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D and Amendment No. 1 is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits.
|ITEM 5.||INTEREST IN SECURITIES OF THE ISSUER.|
(a) – (b)
|·||Amount beneficially owned: 4,353,948|
|·||Percent of Class: 18.1%|
|·||Number of shares the Reporting Person has:|
|o||Sole power to vote or direct the vote: 4,353,948|
|o||Shared power to vote: 0|
|o||Sole power to dispose or direct the disposition of: 2,501,716|
|o||Shared power to dispose or direct the disposition of: 0|
The share amount reported herein consists of 2,501,716 shares of Class B Common Stock held of record by the Reporting Person’s revocable living trust, over which the Reporting Person serves as trustee, which may be redeemed by the Reporting Person at any time for shares of Class A Common Stock on a one-to-one basis, and 1,852,232 shares of Class B Common Stock held of record by Brandon Moak’s revocable living trust, over which the Reporting Person holds voting power, under the terms of the Proxy Voting Agreement dated, November 10, 2021, between the Reporting Person and Brandon Moak (the “Proxy Voting Agreement”).
The above percentage is based on (i) 19,708,238 shares of Class A Common Stock outstanding as of May 23, 2023 and (ii) assumes the conversion of 4,353,948 shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.
|(c)||During the past 60 days, the Reporting Person has not effected any transactions with respect to the Class A Common Stock.|
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: June 6, 2023
|By:||/s/ Alex Rodrigues|